TCR_Public/040914.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 14, 2004, Vol. 8, No. 197

                            Headlines

ABITIBI-CONSOLIDATED: Extends $200 Mil. Debt Offering to Wednesday
ALLEGHENY ENERGY: Fitch Affirms Six Low-B Ratings
ARCAP: S&P Assigns Low-B Ratings on Six Certificate Classes
BAY VIEW: Restates FY '03 & March Quarter Financial Statements
BILT-RITE TRAILERS: Case Summary & 20 Largest Unsecured Creditors

BRIDGEPOINT TECHNICAL: Wants Hohmann Taube as Bankruptcy Counsel
BRIDGEPOINT TECHNICAL: U.S. Trustee Meets Creditors on Oct. 12
BRIDGEPOINT TECHNICAL: Creditors Must File Claims by Dec. 6
CALLIPSO CORPORATION: Case Summary & Largest Unsecured Creditors
CATHOLIC CHURCH: Judge Perris Okays Hiring KPMG as Advisors

CENTURY PACIFIC: Hires Asher & Company as New Auditors
CRESCENT JEWELERS: Inks $45 Million DIP Financing Pact
CWMBS INC: Fitch Rates Class B3 BB & Class B4 B on Watch Negative
DELTA AIR: Certificate Holders Refuse to Modify Contracts
DII/KBR: KBR Renews Term Maintenance Pacts with London Borough

ENXNET INC: Dismisses Brown Graham as Independent Auditors
FOSTER WHEELER: Equity-for-Debt Swap Minimum Threshold Not Met
FOSTER WHEELER: New Recalculated Annual Interest Rate is 10.409%
GRAFTECH: Files Required Supplement to Convertible Reg. Statement
GRAHAM PACKAGING: Launches Cash Tender Offer for 3 Debt Issues

GRAHAM PACKAGING: Offering $725 Million of Sr. Secured Sub. Notes
HOLLYWOOD CASINO: Faces Involuntary Chapter 11 in W.D. La.
HOLLYWOOD CASINO SHREVEPORT: Involuntary Chapter 11 Case Summary
HUDSON'S BAY: Re-Opens Bay & Zellers, Bayshore Shopping Centre
INSIGHT HEALTH: Filing Annual Report with SEC on Sept. 24

INTEGRATED PERFORMANCE: Receives $550,000+ Defense Order
IRISH PUB: Wants to Retain Sassoon & Cymrot as Counsel
IRISH PUB: Section 341(a) Meeting Scheduled for October 7
JEAN COUTU: Fidelity Management Discloses 11.20% Equity Stake
JOSTENS INC: Extends 12-3/4% Sr. Sub. Debt Offering to Oct. 4

KAISER ALUMINUM: Settles Louisiana Revenue Dept.'s Tax Claims
KAISER GROUP: Elects D. McMinn CEO & M. Tennenbaum as Directors
L.A.C. ENTERPRISES: Voluntary Chapter 11 Case Summary
LUBRIZOL CORP: S&P Affirms BB+ Corporate Credit & Debt Ratings
LUCENT TECH: Moody's Raises Senior Implied Debt Rating to B2

NORTEL: Engages Accenture to Look at Financial Systems
O'SULLIVAN IND: June 30 Balance Sheet Upside-Down by $165 Million
OAKWOOD HOMES: Fitch Junks 47 Classes & Puts Low-B Ratings on 10
OMEGA HEALTHCARE: Fitch Raises $300M Notes' Rating to BB- from B
ORBITAL SCIENCES: Wins $6 Mil. NASA Lunar Exploration Study Pact

OWENS CORNING: Files Complaint Against Miller, et al., in Ohio
PARMALAT USA: Wants to Amend Receivables Purchase Agreement
PARKRIDGE PHASE: Section 341(a) Meeting Slated for October 13
PETERSON HARDWARE: Case Summary & 20 Largest Unsecured Creditors
PMA CAPITAL: Moody's Confirms B3 Senior Unsecured Debt Rating

SECURITY INTELLIGENCE: Schneider Resigns as Public Accountants
SINO PACIFIC: Consultant Examines Ophira Property to Initiate Work
SPECTRUM PHARMACEUTICALS: Gets FDA Approval for First ANDA
SYBRON DENTAL: Innova Acquisition Offering Circular is in the Mail
TARRANT COUNTY: Moody's Junks Senior & Junior Subordinate Notes

TECHNOL FUEL: LL Bradford Replaces Malone & Bailey as Accountants
TELESOURCE INT'L: Hires LJ Soldinger as New Accounting Firm
UNITED AIRLINES: United Express Introduces Daily Ottawa Service
US AIRWAYS: US Trustee Will Meet Creditors to Form Committees
US AIRWAYS: Flight Attendants Express Disgust Over New Proposal

US AIRWAYS: RASP Keeps on Proactive Strategy at Pittsburgh Airport
VISTEON CORP: Fitch Pares Senior Unsecured Debt Rating to BB+
W.R. GRACE: Court Expands Nelson Mullins Riley Retention
WEIRTON STEEL: Wants Court to Approve PBGC Settlement Pact
WILBRAHAM: S&P Junks 3 Classes & Pares Class A-2 Rating to B

WORLDWATER: Wins Quinault Indian Nation Renewable Energy Project
YELLOW ROADWAY: Inks New 5-Year $500 Million Credit Facility
ZIM CORP: Business Development V.P. Bill Parisi Resigns

* Large Companies with Insolvent Balance Sheets

                          *********

ABITIBI-CONSOLIDATED: Extends $200 Mil. Debt Offering to Wednesday
------------------------------------------------------------------
Abitibi-Consolidated Inc. (TSX: A; NYSE: ABY) had extended by five
days to 5:00 p.m. on September 15, 2004 the expiration date of the
exchange offer relating to the outstanding $200 million 7.75%
notes due 2011 and US$200 million floating rate notes due 2011
issued by Abitibi-Consolidated Company of Canada, unconditionally
guaranteed by Abitibi-Consolidated Inc.

The exchange agent has informed Abitibi-Consolidated that, as of
4:30 p.m. on September 10, 2004, US$200 million in aggregate
principal amount of the Old Fixed Rate Notes and approximately
US$194 million in aggregate principal amount of the Old Floating
Rate Notes had been tendered in the exchange offer. These amounts
represent 100% of the outstanding Old Fixed Rate Notes and
approximately 97% of the outstanding Old Floating Rate Notes.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of CAN$5.4 billion in
2003. The Company owns or is a partner in 27 paper mills, 22
sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand. With over 15,000 employees, excluding its PanAsia joint
venture, Abitibi-Consolidated does business in approximately 70
countries. Responsible for the forest management of 17.5 million
hectares of woodlands, the Company is committed to the
sustainability of the natural resources in its care. Abitibi-
Consolidated is also the world's largest recycler of newspapers
and magazines, serving 16 metropolitan areas in Canada and the
United States and 130 local authorities in the United Kingdom,
with 14 recycling centres and approaching 20,000 Paper
Retriever(R) and paper bank containers.

                          *     *     *

As reported in the Troubled Company Reporter's June 15, 2004  
edition, Standard & Poor's Ratings Services assigned its 'BB'  
rating to Montreal, Quebec-based Abitibi-Consolidated Co. of  
Canada's US$200  million floating rate notes due 2011, and US$200  
million 7.75% notes due 2011. The notes are unconditionally  
guaranteed by Abitibi-Consolidated Inc. At the same time, Standard  
& Poor's affirmed its 'BB' long-term corporate credit rating on  
Abitibi. The outlook is negative.

"The note issue modestly improves Abitibi's liquidity and maturity  
profile, as it increases availability under the company's  
revolving credit facility and lengthens the debt repayment  
schedule," said Standard & Poor's credit analyst Daniel Parker.  
The ratings reflect Abitibi's high debt levels, heavy exposure to  
cyclical commodity-oriented groundwood papers, and weak financial  
performance in the wake of unfavorable industry conditions.

The negative outlook reflects the risks to the company of a  
stronger Canadian dollar, a potential labor dispute if contracts  
are not successfully renegotiated, and greater-than-expected  
pressures from structural changes to the newsprint industry. Any  
of these factors could further impair Abitibi's cash flow  
protection. Abitibi could be challenged to average the targeted  
EBITDA interest coverage of 4x and FFO to total debt of 20%  
through the cycle. Failure to make progress toward these targets  
in the near term will result in a downgrade.


ALLEGHENY ENERGY: Fitch Affirms Six Low-B Ratings
-------------------------------------------------
Fitch Ratings revised the Rating Outlook of Monongahela Power
Company to Stable from Negative.  Approximately $838 million of
debt securities are affected.  At the same time, Fitch has
affirmed the existing ratings of Allegheny Energy, Inc. and
subsidiaries.  The Rating Outlooks for all issuers in the
Allegheny Energy group are Stable.

The revision of Monongahela's Outlook to Stable is based on the
successful execution of additional coal supply contracts for 2005
and 2006, the return to service of baseload coal-fired generation
units at the Hatfield's Ferry and Pleasants plants prior to the
start of peak seasonal demand, and the expectation that operating
and maintenance expenses will trend down.  The new coal supply
contracts increase the hedged percentage of 2005 and 2006 coal
supply needs to 90% and 50%, respectively, and alleviate near term
commodity price risk.  The all-in average prices for the locked in
portion of coal supply are approximately $34 for 2005 and Fitch
estimates it will be approximately $36.10 for 2006, which are well
below the current spot market price of Appalachian coal.  While
the restoration of the major coal-fired units to service ended the
cash losses associated with purchasing replacement power at higher
cost, the company continues to be at risk for any future outages
under Monongahela's current retail tariffs.  Monongahela is unable
to recover the costs of replacement supply in either West Virginia
or Ohio, and no near-term change is expected.  A successful
closing of the recently announced sale of Mountaineer Gas would be
positive for credit quality.  Mountaineer Gas has been a
persistent drag on profitability and the proceeds from any sale
are anticipated to be used for debt reduction.  However, the
closing of the transaction is subject to material regulatory
contingencies.

The affirmation of the 'BB-' senior unsecured rating and Stable
Rating Outlook of the group parent, Allegheny, reflects the new
management's ongoing progress in restructuring efforts and debt
reduction and adequate parent company liquidity, as well as the
high consolidated leverage and weak cash flow coverage ratios.  
Allegheny's rating reflects Fitch's expectation that Allegheny
would continue to provide support to the leveraged Allegheny
Energy Supply subsidiary as well as the cash flow from the
stronger, more stable regulated utility subsidiaries.  Execution
of the remainder of the $1.5 billion debt reduction plan by year-
end 2005, improvement in cash flow generation at Supply,
improvements in plant operating performance and expense control,
and rate relief would improve credit quality.  Credit concerns
include the risks of extended plant outages, rising environmental
compliance costs, adverse regulatory or judicial decisions, and
commodity price exposure (2006 and beyond).

The affirmation of Supply's 'B-' senior unsecured rating and
Stable Rating Outlook is based on the generation company's high
leverage and weak profitability.  Improvement in credit quality is
dependent on the success of debt reduction and cost reduction
efforts.  Historically, Supply produced insufficient cash flow to
cover interest expense and has therefore been dependent upon
parent support.  The $1.25 billion bank credit facilities, which
closed in March 2004 and mature in 2011, reduce interest expense
and provide liquidity.  Supply benefits from a strategically
located fleet of mostly coal-fired generation plants in PJM West
and affiliate contracts that provide a large degree of certainty
to revenues for the next several years.  However, Supply bears the
risks of extended plant outages, increases in fuel prices after
2005, and emissions-related issues.

The affirmation of the 'BBB-' senior unsecured ratings and Stable
Rating Outlooks of West Penn Power Company and Potomac Edison
Company reflects their low business risk as transmission and
distribution utilities, as well as the ratings constraint stemming
from business and financial linkages with the Allegheny group.  
The location of their service territories in the robust PJM market
bodes well for the breadth of future power purchase opportunities.  
Concerns include the risk that regulators may extend rate caps
beyond the current transition periods at levels that are below the
cost of power supply.

Ratings affirmed are:

   Allegheny Energy, Inc.

      -- Senior unsecured debt 'BB-';
      -- 11 7/8% notes due 2008 'B+'.

   Allegheny Capital Trust I

      -- Trust preferred stock 'B+'.

   Allegheny Energy Supply Company LLC

      -- Senior unsecured notes 'B-'.

   Allegheny Generating Company

      -- Senior unsecured debentures 'B-'.

   Allegheny Energy Supply Company LLC

      -- Pollution control bonds (MBIA-Insured) 'AAA'.

   West Penn Power Company

      -- Medium-term notes and senior unsecured 'BBB-'.

   Potomac Edison Company

      -- First mortgage bonds 'BBB';
      -- Senior unsecured notes 'BBB-'.

   Monongahela Power Company

      -- First mortgage bonds 'BBB';
      -- Medium-term notes 'BBB-';
      -- Pollution control revenue bonds (unsecured) 'BBB-';
      -- Preferred stock 'BB+'.


ARCAP: S&P Assigns Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ARCap 2004-RR3 Resecuritization Inc.'s $545.4 million
CMBS pass-through certificates series 2004-RR3.

The preliminary ratings are based on information as of
Sept. 10, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 57 classes of
pass-through certificates from 19 CMBS transactions.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/  
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then  
find the article under Presale Credit Reports.
      
                  Preliminary Ratings Assigned
              ARCap 2004-RR3 Resecuritization Inc.
   
            Class         Rating         Amount ($)
            -----         ------         ----------
            A-1           AAA                75.010
            A-2           AAA               105.000
            A-3           AAA               142.476
            X*            AAA               545.431**
            B             AA                 40.907
            C             A                  31.362
            D             A-                  6.818
            E             BBB+               16.363
            F             BBB                13.636
            G             BBB-               12.954
            H             BB+                18.408
            J             BB                  8.863
            K             BB-                 8.182
            L             B+                  8.863
            M             B                  12.954
            N             B-                  5.454
            O             N.R.               38.181

                  * Interest-only class.
                 ** Notional amount.


BAY VIEW: Restates FY '03 & March Quarter Financial Statements
--------------------------------------------------------------
Bay View Capital Corporation restated its consolidated financial
statements for the year ended December 31, 2003, and the three
months ended March 31, 2004, to correct its recognition of expense
related to origination costs associated with auto contracts held-
for-sale, reflecting additional interest income.

The effect of the restatement is to increase total assets and net
income as of, and for, the year ended December 31, 2003, by $182
thousand and as of, and for, the three months ended March 31,
2004, by $426 thousand and $244 thousand, respectively.

During the second quarter of 2004, Bay View Capital Corporation
determined that it incorrectly applied FASB Statement No.91,
Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Costs of Leases,
to its auto finance subsidiary's portfolio of auto contracts held-
for-sale in previously reported periods subsequent to the
Company's re-adoption of the going concern basis of accounting on
October 1, 2003.

                       *     *     *

As previously reported in the Troubled Company Reporter on July
28, 2004, Fitch Ratings withdrew its 'BB-' preferred stock rating
for Bay View Capital Trust I, as the securities were redeemed on
June 30, 2004.

Standard & Poor's Ratings Services previously withdrew its 'B-'
preferred stock rating on Bay View Capital Trust I. This action
was taken in response to the last of the rated preferred stock
being redeemed on June 30, 2004.


BILT-RITE TRAILERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bilt-Rite Trailers, Inc.
        2453 State Highway H
        Sikeston, Missouri 63801

Bankruptcy Case No.: 04-11574

Type of Business: The Debtor is a utility trailer wholesaler and
                  manufacturer.  
                  See http://www.biltritetrailers.com/

Chapter 11 Petition Date: September 10, 2004

Court: Eastern District of Missouri (Cape Girardeau)

Debtor's Counsel: Rice P. Burns, Jr., Esq.
                  Burns and Taylor LLC
                  733 North Main
                  P.O. Box 67
                  Sikeston, MO 63801
                  Tel: 573-472-0290

Total Assets: $560,979

Total Debts:  $1,545,105

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
US Bank                       Value of Collateral:      $397,844
P.O. Box 790401               350,000
St. Louis, MO 63179-0401

US Bank                       Value of Collateral:      $363,673
P.O. Box 1030                 350,000
Cape Girardeau, MO 63702-1030

West Memphis Steel                                       $47,982
Corporation

Redneck Trailer                                          $44,985

KGS Steel                                                $40,051

GMAC                          Value of Collateral:       $37,698
                              $35,000

TaskMasters                                              $36,740

Valley Trailer Products                                  $26,842

Posey Lumber                                             $25,306

H.A. Cover and Son                                       $23,066

American Express Business                                $13,188

The Travelers                                            $13,007

McCormick Tire & Wheel                                   $11,884

Yarbrough Sales                                          $11,664

Citi Business Platinum                                    $7,450

Crown Paint Company                                       $7,313

Metal Weld Inc.                                           $6,735

Spitzmiller, Hobbs & Bridger                              $4,333

United Fire Group                                         $3,940

SI Trader                                                 $3,648


BRIDGEPOINT TECHNICAL: Wants Hohmann Taube as Bankruptcy Counsel
----------------------------------------------------------------
BridgePoint Technical Manufacturing asks the U.S. Bankruptcy Court
for the Western District of Texas, Austin Division, for permission
to retain Hohmann, Taube & Summers, LLP, as its bankruptcy
counsel.

Hohmann Taube will:

    a) give the Debtor advice as to its rights and
       responsibilities;

    b) take all the necessary action to protect and preserve the
       estate of the Debtor including, if necessary, the
       prosecution of actions or adversary or other proceedings
       on the Debtor's behalf;

    c) develop, negotiate and promulgate the chapter 11 Plan for
       the Debtor and prepare the discharge statement in respect
       thereof;

    d) prepare on behalf of the Debtor all necessary
       applications, motions and other pleadings and papers in
       connection with the administration of the estate; and

    e) perform all other legal services required by the Debtor
       in connection with this case.

Mark C. Taylor, Esq. at Hohmann Taube, discloses that the Debtor
paid a $60,000 retainer.  Mr. Taylor adds that the rates of
attorneys at the Firm range from $175 to $375 and paralegals bill
$75 to $85 per hour for their services.

Headquartered in Austin, Texas, Bridgepoint Technical
Manufacturing manufactures technical products.  The Company filed
for chapter 11 protection on September 3, 2004 (Bankr. W.D. Tex.  
Case No. 04-14555).  When the Company filed for protection from
its creditors, it estimated more than $1 million in assets and
more than $10 million in debts.


BRIDGEPOINT TECHNICAL: U.S. Trustee Meets Creditors on Oct. 12
--------------------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
BridgePoint Technical Manufacturing's creditors on October 12,
2004, at 9:30 a.m. at 903 San Jacinto, Homer Thornberry Building,
Room 118 in Austin, Texas.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Austin, Texas, Bridgepoint Technical
Manufacturing manufactures technical products.  The Company filed
for chapter 11 protection on September 3, 2004 (Bankr. W.D. Tex.  
Case No. 04-14555).  Mark Curtis Taylor, Esq., at Hohmann & Taube
LLP, represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it estimated more
than $1 million in assets and more than $10 million in debts.


BRIDGEPOINT TECHNICAL: Creditors Must File Claims by Dec. 6
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Texas set December 6, 2004, as the deadline for all creditors owed
money by BridgePoint Technical Manufacturing on account of claims
arising prior to August 31, 2004, to file formal written proofs of
claim.  Creditors must deliver their claim forms
to:

             George D. Prentice II
             Clerk of the Bankruptcy Court
             903 San Jacinto, Suite 322
             Austin, Texas 78701-0
           
Headquartered in Austin, Texas, Bridgepoint Technical
Manufacturing manufactures technical products.  The Company filed
for chapter 11 protection on September 3, 2004 (Bankr. W.D. Tex.  
Case No. 04-14555).  Mark Curtis Taylor, Esq., at Hohmann & Taube
LLP, represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it estimated more
than $1 million in assets and more than $10 million in debts.



CALLIPSO CORPORATION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Callipso Corporation
        dba Consumer Net Marketplace, Inc.
        dba CNM Network, Inc.
        dba ZeroCents
        6th Floor 2 MacArthur Place
        Santa Ana, California 92707

Bankruptcy Case No.: 04--15651

Type of Business: Callipso builds and operates its own private
                  Voice over IP network complemented by
                  strategic interconnections with leading Tier
                  One carriers for worldwide reach.
                  See http://www.callipso.com/

Chapter 11 Petition Date: September 10, 2004

Court: Central District of California (Santa Ana)

Judge: J. Ryan

Debtor's Counsel: Evan D. Smiley, Esq.
                  Albert, Weiland & Golden
                  650 Town Center Drive Suite 950
                  Costa Mesa, California 92626
                  Tel: 714-966-1000

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
AT&T                          Trade Debt              $8,988,692
Escalation Manager
MN Revenue Assurance
901 Marquette Avenue
Minneapolis, Minnesota 55402

Global Crossing               Trade Debt              $1,560,204
1499 West 121st Avenue
Westminister, Colorado 80234

Dr. Douglas Benson            Loan                    $1,370,000
11933 South Lake Chapin Road  Principal Amount:
Berrien Springs               $1,200,000
Michigan 49103-9232           Interest: $170,000

Level (3) Communications      Trade Debt              $1,133,344
Attention: Department 182
555 17th Street, #600
Denver, Colorado 80202

ICG Communications            Trade Debt                $555,455
161 Inverness Drive West
Englewood, Colorado 80112

Consumer Net Partners         Note Payable              $500,000
Suite 125                     0% Interest Loan
5737 Kanan Road
Agoura Hills, California 91301

Gibson Dunn & Crutcher LLP    Legal Services            $466,999
333 South Grand Avenue
Los Angeles, California 90071

Focal Communications Corp     Trade Debt                $339,433
Suite 1100
200 North LaSalle Street
Chicago, Illinois 60601

SBC                           Trade Debt                $281,151
Payment Center
Sacramento, California 95887

Lawrence L. Matheney          Taxes                     $264,787
Tax Collector
800 South Victoria Avenue
Ventura, California 93009

Advance Tel, Inc.             Trade Debt                $209,715

FiberNet Telecom Group Inc.   Trade Debt                $203,255

PacWest Telecomm Inc.         Trade Debt                $148,068

Swidler Berlin Shereff        Legal Services            $143,244

NexTone Communications        Trade Debt                $132,912

Universal Access, Inc.        Trade Debt                $114,216

Riverstone Networks           Trade Debt                $109,866

PaeTec Communications, Inc.   Trade Debt                 $87,427

United Online, Inc.           Trade Debt                 $78,999

Dynavar Networking, Inc.      Trade Debt                 $70,837


CATHOLIC CHURCH: Judge Perris Okays Hiring KPMG as Advisors
-----------------------------------------------------------
The Archdiocese of Portland in Oregon asks the United States
Bankruptcy Court for the District of Oregon for permission to
employ KPMG, LLP, as accountants, tax advisors and financial
advisors in its Chapter 11 case.  The Debtor selected KPMG because
of the firm's diverse experience and extensive knowledge in the
fields of accounting, taxation and bankruptcy.

In addition, the Debtor needs help in collecting, analyzing and
presenting accounting, financial and other information in relation
to its Chapter 11 case.  KPMG has considerable experience with
rendering financial advisory services to debtors and other parties
in numerous Chapter 11 cases.

The Debtor will pay KPMG based on the firm's normal and customary
hourly rates:

A. Accounting and Tax Advisory Services

   Partners                                $360
   Directors/Senior Managers/Managers       265
   Senior/Staff Accountants                 150

   If KPMG performs audit services related to the June 30, 2004
   financial statements, the firm's fees are estimated to be
   $50,000, with the exception of any incremental audit
   procedures related to, or resulting from litigation or
   bankruptcy, which will be separately identified and billed
   according to the firm's rates.

B. Financial Advisory Services

   Partners                              $590 - 650
   Directors                              480 - 570
   Managers                               390 - 450
   Senior Associates                      300 - 360
   Associates                             190 - 270
   Paraprofessionals                            140

   KPMG will apply a 30% discount to its fees with respect to
   financial advisory services.

Judge Perris authorizes the Debtor to employ KMPG, LLP, as its
accountants, tax advisors and financial advisors, effective as of
August 12, 2004.  The Court rules that KPMG's compensation will be
established under Section 330(a) of the Bankruptcy Code and will
not exceed $50,000 without further Court order.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas
W. Stilley, Esq. and William N. Stiles, Esq. of Sussman Shank LLP
represent the debtor in its restructuring efforts.  In its
Schedules of Assets and Liabilities filed with the Court on July
30, 2004, the Portland Archdiocese reports $19,251,558 in assets
and $373,015,566 in liabilities.  (Catholic Church Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CENTURY PACIFIC: Hires Asher & Company as New Auditors
------------------------------------------------------
Effective July 28, 2004, Century Pacific Housing Fund-I dismissed
its former certifying accountants, Rubin, Brown, Gornstein & Co.,
LLP and appointed the firm of Asher & Company, Ltd., to serve as
its certifying accountants for its fiscal year ending March 31,
2004. The decision to change accountants was approved by the
general partners of Fund-I.   

                       Going Concern Doubt

Rubin's reports for each of the years ended December 31, 2003, and
December 31, 2002, contained an explanatory paragraph expressing
doubt about the Company's ability to continue as a going concern.

Century Pacific Housing Fund-I was formed on October 6, 1986 as a
limited partnership under the laws of the State of California to
invest in multi-family housing developments.


CRESCENT JEWELERS: Inks $45 Million DIP Financing Pact
------------------------------------------------------
Crescent Jewelers, Inc., entered into a long term debtor-in-
possession financing arrangement with the Company's existing
lender group, Bank of America, NA and CIT Group/ Business Credit,
Inc, which will provide up to $45 million in a revolving credit
facility. The proceeds will be used to fund operations and for
general working capital purposes. The senior credit facility
(which is subject to approval of the Bankruptcy Court) should
enable Crescent to meet its goal of obtaining over $25 million in
new merchandise for the 2004 Holiday season.

The financing is an asset-based revolving credit facility that
significantly increases the borrowing availability compared to the
Company's prepetition credit facility and contains financial
covenants commensurate with the Company's anticipated financial
performance. The scheduled maturity of the facility is July 29,
2005. This term should enable Crescent to operate through its
three peak selling seasons (Christmas 2004 and Valentine's Day and
Mother's Day 2005) before having to refinance the Lenders'
indebtedness or confirm a plan of reorganization.

The base interest rate under the facility is prime plus 4%. Other
fees include an unused line fee of 0.5%, a one-time administrative
fee with respect to letters of credit of at least 0.25%, and a
closing fee on the transaction of $350,000. Crescent also has
agreed to pay the Lenders' reasonable professional fees and
expenses.

                  The Vendor Trust Arrangement

The credit facility also contains a special "vendor trust"
arrangement, under which Crescent will draw under the facility and
place a maximum of $4 million into a separate account for the
benefit of vendors whose consignment inventory is sold or who ship
merchandise to the Company, in order to cover up to 50% of
vendors' postpetition trade credit exposure. This vendor trust
arrangement, combined with the substantially increased
availability under the financing, affords vendors substantial
protections and should enable Crescent to meet its performance
goals for the upcoming Holiday season and beyond.

Company has been Operating Positively since commencement of
Chapter 11 Case.

Since January 1, 2004, and including the period from when Crescent
filed for chapter 11 on August 11, 2004, to the present, the
Company has continued to perform ahead of the same period last
year with respect to sales, operating cash flow and cash
collections on customers' accounts receivable. In addition, the
Company has preserved its customer base and key vendor
relationships. The new credit facility should enable Crescent to
build on those early successes.

   -- Randy Poe, President and COO of Crescent said, "This is a
      major accomplishment in the short history of our chapter 11
      efforts.  Our Lenders have given Crescent an important vote
      of confidence, and Crescent now looks forward to a
      successful holiday season and next year.  One of the major
      purposes of this Chapter 11 case was to enable Crescent to
      obtain a credit facility that will enable Crescent to
      operate its business and bring in vitally needed
      merchandise. We are an important step closer to that goal."

                     Background on Chapter 11

Chapter 11 of the U.S. Bankruptcy Code allows a fundamentally
viable Company, like Crescent, to continue to operate its business
and manage its assets in the ordinary course of business. Congress
enacted Chapter 11 to avoid the negative effects of liquidation
proceedings and to enable a debtor business to preserve its going
concern value and its operations, as well as to provide its
employees with jobs and to satisfy creditor claims based upon the
value of the reorganized Company.

Headquartered in Oakland, California, Crescent Jewelers, Inc. --
http://www.crescentonline.com/-- is the largest jewelry retailer  
on the West Coast with over 160 stores in six western states.  The
Company filed for chapter 11 protection on August 11, 2004 (Bankr.
N.D. Cal. Case No. 04-44416). Lee R. Bogdanoff, Esq. at Klee,
Tuchin, Bogdanoff and Stern represents the Debtor in its chapter
11 case.  


CWMBS INC: Fitch Rates Class B3 BB & Class B4 B on Watch Negative
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS
(Countrywide Home Loans), Inc. residential mortgage-backed
certificates:

   CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
   certificates, series 2003-41

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AA';
      -- Class B1 affirmed at 'A';
      -- Class B2 affirmed at 'BBB';
      -- Class B3 affirmed at 'BB';
      -- Class B4 rated 'B,' placed on Rating Watch Negative.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $144,653,910 of outstanding
certificates.  The negative rating action on class B4 affects
$297,410.95 of outstanding certificates.

Class B4 has been placed on Rating Watch Negative as a result of
the 0.93% remaining loans in 90+ delinquency as of the August 25th
remittance period, whereas the current credit enhancement of the
class is only 0.27% (originally 0.20%).  There have been no losses
to the pool to date, however the mortgage pool is only 10 months
seasoned.  The collateral consists of conventional, fully
amortizing, 20 to 30-year fixed-rate mortgage loans, secured by
first liens on one-to four- family residential properties.

Fitch will continue to closely monitor this deal.


DELTA AIR: Certificate Holders Refuse to Modify Contracts
---------------------------------------------------------
Delta Air Lines (NYSE: DAL) says the consent solicitation it had
launched on August 18th seeking consents from holders of certain
equipment trust certificates and pass through certificates to
remove any contractual restrictions on Delta's ability to purchase
or hold those securities has expired. Delta did not receive the
requisite percentage consents with respect to any of the
securities.

Delta emphasized that the consent solicitation only involved a
modification which would have affected Delta's flexibility to
restructure certain components of its debt. This consent
solicitation was not a transaction to raise cash. Not receiving
the required consents from holders of the ETCs and PTCs only
affects Delta's ability to include those certificates in certain
possible future restructuring steps. Delta continues actively to
seek solutions that will allow for a successful out-of-court
restructuring.

                     About Delta Air Lines

Delta Air Lines is proud to celebrate its 75th anniversary in  
2004. Delta is the world's second largest airline in terms of  
passengers carried and the leading U.S. carrier across the  
Atlantic, offering daily flights to 493 destinations in 87  
countries on Delta, Song, Delta Shuttle, the Delta Connection  
carriers and its worldwide partners. Delta's marketing alliances  
allow customers to earn and redeem frequent flier miles on more  
than 14,000 flights offered by SkyTeam, Northwest Airlines,  
Continental Airlines and other partners. Delta is a founding  
member of SkyTeam, a global airline alliance that provides  
customers with extensive worldwide destinations, flights and  
services. For more information, please visit http://delta.com/  

                           *   *   *    

As reported in the Troubled Company Reporter on August 23, 2004,  
Standard & Poor's Ratings Services lowered Delta Air Lines,  
Inc.'s corporate credit rating and the ratings on Delta's  
equipment trust certificates and pass-through certificates to  
'CCC'. Any out-of-court restructuring of bond payments or a  
coercive exchange would be considered a default and cause the  
company's corporate credit rating to be lowered to 'D' -- default  
-- or 'SD' -- selective default, S&P noted. Ratings on Delta's  
enhanced equipment trust certificates, which are considered more  
difficult to restructure outside of bankruptcy, were not  
lowered.  

As reported in the Troubled Company Reporter on August 17, 2004,
Fitch Ratings downgraded Delta Airlines European Enhanced
Equipment pass-through certificates, series 2001-2 (2001-2) to
BBB- and CCC.

A Committee of Senior Secured Aircraft Creditors of Delta Air  
Lines, Inc., holding $1.4 billion of senior secured debt and  
represented by the law firm of Bingham McCutchen LLP, has asked  
Delta for more information. Delta hasn't been forthcoming, the  
Committee indicated last week.


DII/KBR: KBR Renews Term Maintenance Pacts with London Borough
--------------------------------------------------------------
KBR, Inc., a subsidiary of Halliburton (NYSE:HAL) has been
re-awarded two term maintenance contracts while also gaining one
new contract with the London Borough of Ealing (LBE) to deliver
mechanical and electrical installation services for schools,
planned and responsive maintenance of district heating systems and
domestic gas installation for tenanted properties.  The five-year
contracts have a total value of GBP10 million and were awarded
following a competitive tendering process.  KBR is the
engineering, construction and services.

Tony Pryor, COO for KBR's Government Services business in
Europe & Africa said, "These awards reflect the excellent working
relationships that KBR has developed with LBE as a result of its
service delivery, technical capability and overall flexibility of
contract management.  The awards build upon KBR's success in
February this year, when it won a new five-year Arboricultural
Services tree maintenance contact with LBE valued at [GBP5
million]."

KBR has been providing technical services to LBE since 1994 when
it won its first contract in what was, at the time, the biggest
contracting-out of local government services.  The company will
continue to target the local government market as a key area for
growth over the next six years and these awards demonstrate its
capability to win and deliver business in this sector.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENXNET INC: Dismisses Brown Graham as Independent Auditors
----------------------------------------------------------
EnXnet Inc.'s independent auditors for the fiscal years ended
March 31, 2003 and 2002 were Brown, Graham & Co, PC.  Effective
June 18, 2004, the Company, upon approval of its Board of
Directors, dismissed Brown Graham.

                        Going Concern Doubt

Brown Graham's report on EnXnet's 2002 and 2003 financial
statements noted that the Company has no recurring source of
revenue and has incurred losses since inception.  These
conditions, Brown Graham said, raise substantial doubt about the
Company's ability to continue as a going concern.

EnXnet offers video compression services for distribution,
downloading, and streaming of video and audio content for use on
the Internet, advertising applications, television and cable
broadcasting companies, and standard content media such as DVDs.


FOSTER WHEELER: Equity-for-Debt Swap Minimum Threshold Not Met
--------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) says a minimum threshold
related to its equity-for-debt exchange was not met for one class
of securities. Specifically, only 48.7% of the revised minimum
threshold of 60% has been tendered by holders of the 9.00%
Preferred Securities. Foster Wheeler is extending its exchange
offer until 5:00 p.m., New York City time, today, September 14,
2004.

"We need increased participation by holders of the Preferred
Securities to meet our minimum tender conditions," said Raymond J.
Milchovich, chairman, president and chief executive officer.

                        Legal Details

The securities proposed to be exchanged are as follows:

   (1) Foster Wheeler's Common Shares and its Series B Convertible
       Preferred Shares and warrants to purchase Common Shares for
       any and all outstanding 9.00% Preferred Securities, Series
       I issued by FW Preferred Capital Trust I (liquidation
       amount $25 per trust security) and guaranteed by Foster
       Wheeler Ltd. and Foster Wheeler LLC, including accrued
       dividends;

   (2) Foster Wheeler's Common Shares and Preferred Shares for any
       and all outstanding 6.50% Convertible Subordinated Notes
       due 2007 issued by Foster Wheeler Ltd. and guaranteed by
       Foster Wheeler LLC;

   (3) Foster Wheeler's Common Shares and Preferred Shares for any
       and all outstanding Series 1999 C Bonds and Series 1999 D
       Bonds (as defined in the Second Amended and Restated
       Mortgage, Security Agreement, and Indenture of Trust dated
       as of October 15, 1999 from Village of Robbins, Cook
       County, Illinois, to SunTrust Bank, Central Florida,
       National Association, as Trustee); and

   (4) Foster Wheeler's Common Shares and Preferred Shares and up
       to $150,000,000 of Fixed Rate Senior Secured Notes due 2011
       of Foster Wheeler LLC guaranteed by Foster Wheeler Ltd. and
       certain Subsidiary Guarantors for any and all outstanding
       6.75% Senior Notes due 2005 of Foster Wheeler LLC
       guaranteed by Foster Wheeler Ltd. and certain Subsidiary
       Guarantors; and solicitation of consents to proposed
       amendments to the indenture relating to the 9.00% Junior
       Subordinated Deferrable Interest Debentures, Series I of
       Foster Wheeler LLC, the indenture relating to the 6.50%
       Convertible Subordinated Notes due 2007 and the indenture
       relating to the 6.75% Senior Notes due 2005.

As of 5:00 p.m. on September 10, 2004, holders have tendered the
following dollar amounts and percentages of the following original
securities:

   (1) 9.00% Preferred Securities, $85,246,775 (48.7%);

   (2) 6.50% Convertible Subordinated Notes, $209,930,000
       (99.97%);

   (3) Robbins Series C Bonds due 2024, $56,643,071 (73.4%),
       Robbins Series C Bonds due 2009, $12,028,197 (99.2%), and
       Robbins Series D Bonds, $35,489,277 based on the balance
       due at maturity (99.1%); and

   (4) 6.75% Senior Notes, $192,118,000 (96.1%).

A copy of the prospectus relating to the New Notes and other    
related documents may be obtained from the information agent:    
    
         Georgeson Shareholder Communications Inc.    
         17 State Street, 10th Floor    
         New York, N.Y. 10014    
    
Georgeson's telephone number for bankers and brokers is    
212-440-9800 and for all other security holders is 800-891-3214.    
    
Direct any questions regarding the exchange offer and consent    
solicitation to the dealer manager:    
    
         Rothschild Inc.    
         1251 Avenue of the Americas, 51st Floor    
         New York, N.Y. 10020    
         Tel. No. 212-403-3784  

Investors and security holders are urged to read the following    
documents filed with the SEC, as amended from time to time,    
relating to the proposed exchange offer because they contain    
important information:  

   (1) the registration statement on Form S-4  
       (File No. 333-107054); and  

   (2) the Schedule TO (File No. 005-79124).   

These and any other documents relating to the proposed exchange  
offer, when they are filed with the SEC, may be obtained free at  
the SEC's Web site at http://www.sec.gov/or from the information   
agent as noted above.    
   
The foregoing reference to the exchange offer and any other    
related transactions shall not constitute an offer to buy or    
exchange securities or constitute the solicitation of an offer
to sell or exchange any securities in Foster Wheeler Ltd. or any
of its subsidiaries.

                        About the Company     
     
Foster Wheeler, Ltd., is a global company offering, through its     
subsidiaries, a broad range of design, engineering,  
construction, manufacturing, project development and management,  
research, plant operation and environmental services.     
     
At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an     
$856,601,000 stockholders' deficit, compared to an $872,440,000     
deficit at December 26, 2003.


FOSTER WHEELER: New Recalculated Annual Interest Rate is 10.409%
----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) declares the recalculated
interest rate applicable to the Fixed Rate Senior Secured Notes
due 2011, Series A, to be issued by Foster Wheeler LLC in the
equity-for-debt exchange offer that the company launched on June
11, 2004.

If the exchange offer expires as currently scheduled today,
September 14, 2004, the New Notes will bear interest at a rate of
10.409% per annum. This rate is equal to 6.65% plus the yield on
U.S. Treasury notes having a remaining maturity equal to the
maturity of the New Notes determined as of 2:00 p.m., New York
City time, on the second business day prior to the expiration of
the exchange offer. The terms of the New Notes are described in
the registration statement on Form S-4 (File No. 333-107054)
relating to the exchange offer.

The interest rate set forth above supersedes the rates previously
announced.

A copy of the prospectus relating to the New Notes and other    
related documents may be obtained from the information agent:    
    
         Georgeson Shareholder Communications Inc.    
         17 State Street, 10th Floor    
         New York, N.Y. 10014    
    
Georgeson's telephone number for bankers and brokers is    
212-440-9800 and for all other security holders is 800-891-3214.    
    
Direct any questions regarding the exchange offer and consent    
solicitation to the dealer manager:    
    
         Rothschild Inc.    
         1251 Avenue of the Americas, 51st Floor    
         New York, N.Y. 10020    
         Tel. No. 212-403-3784  

Investors and security holders are urged to read the following    
documents filed with the SEC, as amended from time to time,    
relating to the proposed exchange offer because they contain    
important information:  

   (1) the registration statement on Form S-4  
       (File No. 333-107054); and  

   (2) the Schedule TO (File No. 005-79124).   

These and any other documents relating to the proposed exchange  
offer, when they are filed with the SEC, may be obtained free at  
the SEC's Web site at http://www.sec.gov/or from the information   
agent as noted above.    
   
The foregoing reference to the exchange offer and any other    
related transactions shall not constitute an offer to buy or    
exchange securities or constitute the solicitation of an offer
to sell or exchange any securities in Foster Wheeler Ltd. or any
of its subsidiaries.

                        About the Company     
     
Foster Wheeler, Ltd., is a global company offering, through its     
subsidiaries, a broad range of design, engineering,  
construction, manufacturing, project development and management,  
research, plant operation and environmental services.     
     
At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an     
$856,601,000 stockholders' deficit, compared to an $872,440,000     
deficit at December 26, 2003.


GRAFTECH: Files Required Supplement to Convertible Reg. Statement
-----------------------------------------------------------------
GrafTech International Ltd. (NYSE:GTI) has filed with the SEC a
customarily required prospectus supplement to its previously filed
registration statement covering resales by holders of its
outstanding convertible senior debentures. Under the registration
rights agreement relating to the debentures sold in a private
offering in January 2004, GTI is required to file a prospectus
supplement to include or update information about those holders
within 45 days after it receives a proper request to do so. GTI
may file prospectus supplements on a monthly or other periodic
basis to accommodate those requests. GTI's obligation to
supplement the registration statement expires no later than
January 22, 2006.

The debentures are convertible into GTI common stock at an initial
conversion price of approximately $16.58 per share if the price of
GTI's common stock exceeds 125% of the conversion price, or
approximately $20.73 per share, for specified periods or the
debentures are called for redemption by GTI and upon other
customary events.

The debentures and shares of common stock issuable upon conversion
thereof have not been and may not be offered or sold in the United
States absent registration under the Securities Act of 1933 or an
applicable exemption from the registration requirements of the
Securities Act of 1933.

                       About the Company

GrafTech International Ltd. is one of the world's largest
manufacturers and providers of high quality synthetic and natural
graphite and carbon based products and technical and research and
development services, with customers in about 60 countries engaged
in the manufacture of steel, aluminum, silicon metal, automotive
products and electronics.

At June 30, 2004, GrafTech International Ltd.'s balance sheet
showed a $61 million stockholders' deficit, compared to a $128
million deficit at December 31, 2003.


GRAHAM PACKAGING: Launches Cash Tender Offer for 3 Debt Issues
--------------------------------------------------------------
Graham Packaging Holdings Company, GPC Capital Corp. II, Graham
Packaging Company, L.P., and GPC Capital Corp. I have commenced a
cash tender offer for:

   --  any and all of the Company's and GPC I's:

       * 8-3/4% Senior Subordinated Notes due 2008 issued
         February 2, 1998;

       * Floating Interest Rate Subordinated Term Securities
         due 2008 issued May 28, 2003; and

    -- any and all of Holdings' and GPC II's:

       * outstanding 10-3/4% Senior Discount Notes due 2009,
         issued February 2, 1998.

As of September 9, 2004, all of the aggregate principal amount of
the Notes are currently outstanding. The terms of the tender offer
are described in the Offer to Purchase, dated September 9, 2004,
copies of which may be obtained from Global Bondholder Services
Corporation.

The scheduled expiration date for the tender offer is 12:00
midnight, New York City time, on Wednesday, October 6, 2004,
unless extended or earlier terminated.

Noteholders who validly tender and do not withdraw their 2008
Notes by 5:00 p.m., New York City time, on the early tender date,
which is currently scheduled for Wednesday, September 22, 2004,
will receive total consideration for their 2008 Notes of $1,032.92
per $1,000 principal amount of notes tendered by such time, which
includes an early tender premium of $20.00 per $1,000 principal
amount of notes. Noteholders who validly tender and do not
withdraw their 2008 Floating Notes by 5:00 p.m., New York City
time, on the early tender date will receive total consideration
for their 2008 Floating Notes of $1,001.25 per $1,000 principal
amount of notes tendered by such time, which includes an early
tender premium of $20.00 per $1,000 principal amount of notes.
Noteholders who validly tender and do not withdraw their 2009
Notes by 5:00 p.m., New York City time, on the early tender date
will receive total consideration for their 2009 Notes of $1,039.58
per $1,000 principal amount of notes tendered by such time, which
includes an early tender premium of $20.00 per $1,000 principal
amount of notes.

Noteholders who validly tender their 2008 Notes after 5:00 p.m.,
New York City time on the early tender date, but before the
expiration date will receive a purchase price of $1,012.92 per
$1,000 principal amount of notes tendered by such time.
Noteholders who validly tender their 2008 Floating Notes after
5:00 p.m., New York City time on the early tender date, but before
the expiration date will receive a purchase price of $981.25 per
$1,000 principal amount of notes tendered by such time.
Noteholders who validly tender their 2009 Notes after 5:00 p.m.,
New York City time on the early tender date, but before the
expiration date will receive a purchase price of $1,019.58 per
$1,000 principal amount of notes tendered by such time.

For all Notes tendered prior to the expiration date, noteholders
will be paid accrued and unpaid interest up to, but not including,
the date of payment for the Notes. The date of payment for the
Notes is expected to promptly follow the expiration date.

Notes tendered before 5:00 p.m., New York City time, on the
withdrawal date, which is currently scheduled for September 22,
2004, may be validly withdrawn at any time until such time on the
withdrawal date. Notes tendered after 5:00 p.m., New York City
time, on the withdrawal date may not be validly withdrawn, unless
Graham reduces the amount of the purchase price, the early tender
premium or the principal amount of the Notes subject to the tender
offer or is otherwise required by law to permit withdrawal.

Consummation of the tender offer and payment of the tender
consideration are subject to various conditions, including but not
limited to, the Company completing a private offering of senior
and senior subordinated notes which will be used along with cash
on hand to finance the tender offer.

Graham intends to issue a notice of redemption with respect to all
Notes not tendered and accepted for purchase pursuant to the
tender offer. The redemption price for the 2008 Notes and the 2008
Floating Notes is 102.917% and 100.00% of their face values,
respectively. The redemption price of the 2009 Notes is 103.583%
of their face value. This press release does not constitute a call
for redemption, which if made, will be made at a later date upon
the terms and subject to the conditions set forth in the
indentures governing the Notes.

Graham has engaged Citigroup Global Markets Inc. to act as dealer
manager in connection with the tender offer. Questions regarding
the tender offer may be directed to Citigroup Global Markets Inc.,
Liability Management Group, at (800) 558-3745 (toll-free) and
(212) 723-6106 (collect). Requests for documentation may be
directed to Global Bondholder Services Corporation, the depositary
and information agent for the tender offer, at (866) 470-4200
(toll free) or (212) 430-3774.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful. The tender offer is made
solely pursuant to the Offer to Purchase dated September 9, 2004.

Graham Packaging Company, L.P., based in York, Pennsylvania, USA,
is a worldwide leader in the design, manufacture and sale of
technology-based, customized blow-molded plastic containers for
the branded food and beverage, household and personal care, and
automotive lubricants markets. The company currently employs
approximately 4,000 people at 59 plants throughout North America,
Europe and South America. It produced more than nine billion units
and had total worldwide net sales of $1.0 billion over the last 12
months. The Blackstone Group of New York is the majority owner of
Graham Packaging.

                          *     *     *

As reported in the Troubled Company Reporter on August 2, 2004,
Standard & Poor's Ratings Services placed its 'B' corporate credit  
ratings on Graham Packaging Holdings Co., its 100%-owned operating  
subsidiary, Graham Packaging Co., and related entities on  
CreditWatch with developing implications.

The CreditWatch placement follows the company's announcement that  
it has signed a definitive agreement to acquire the plastic  
container business of Owens-Illinois Inc. for about $1.2 billion.  
Closing of the transaction is subject to regulatory approval and  
other customary conditions. Developing means the ratings could be  
raised, lowered, or affirmed.

"The rating action reflects the near-term uncertainty associated  
with the financing plan of the acquisition," said Standard &  
Poor's credit analyst Liley Mehta.


GRAHAM PACKAGING: Offering $725 Million of Sr. Secured Sub. Notes
-----------------------------------------------------------------           
Graham Packaging Company, L.P. intends to issue $350 million of
eight-year senior notes, due 2012, and $375 million of 10-year
senior subordinated notes, due 2014.

The company intends to use the proceeds of the offering, together
with proceeds from its planned new senior secured credit facility,
to repay its existing indebtedness and to finance its acquisition
of Owens-Illinois' blow-molded plastic container business.

Graham Packaging Company, L.P., based in York, Pennsylvania, USA,
is a worldwide leader in the design, manufacture and sale of
technology-based, customized blow-molded plastic containers for
the branded food and beverage, household and personal care, and
automotive lubricants markets. The company currently employs
approximately 4,000 people at 59 plants throughout North America,
Europe and South America. It produced more than nine billion units
and had total worldwide net sales of $1.0 billion over the last 12
months. The Blackstone Group of New York is the majority owner of
Graham Packaging.

                          *     *     *

As reported in the Troubled Company Reporter on August 2, 2004,
Standard & Poor's Ratings Services placed its 'B' corporate credit  
ratings on Graham Packaging Holdings Co., its 100%-owned operating  
subsidiary, Graham Packaging Co., and related entities on  
CreditWatch with developing implications.

The CreditWatch placement follows the company's announcement that  
it has signed a definitive agreement to acquire the plastic  
container business of Owens-Illinois Inc. for about $1.2 billion.  
Closing of the transaction is subject to regulatory approval and  
other customary conditions. Developing means the ratings could be  
raised, lowered, or affirmed.

"The rating action reflects the near-term uncertainty associated  
with the financing plan of the acquisition," said Standard &  
Poor's credit analyst Liley Mehta.


HOLLYWOOD CASINO: Faces Involuntary Chapter 11 in W.D. La.
----------------------------------------------------------
Black Diamond Capital Management L.L.C., a privately held
investment management firm with approximately $5 billion under
management, says two of its funds, together with other creditors,
have filed an involuntary Chapter 11 bankruptcy petition against
Hollywood Casino Shreveport. The Company has been in default on
$189 million in bonds for 18 months; Black Diamond funds are now
owed in excess of $30 million by the Company.

The Company recently announced its intention to be sold to
subsidiaries of Eldorado Resorts, L.L.C. in a "prepackaged"
Chapter 11 proceeding to be filed in the fourth quarter of this
year. Steve Deckoff, Managing Partner of Black Diamond, said, "We
have expressed to the Company our strong dissatisfaction as
creditors with the flawed insider-controlled sale process that has
resulted in the Eldorado transaction. We think this process needs
to be reexamined now and that any future sale process should
proceed in the full light of day under close supervision of the
Bankruptcy Court and the Louisiana Gaming Control Board. We also
believe that Shreveport, where the casino is located and where
people have the greatest stake in the outcome, is the place where
this should occur, instead of Dallas, Texas, as contemplated by
the Eldorado transaction."

Hollywood Casino opened in 2000 with a total investment of $250
million. Under the Eldorado transaction creditors will be required
to write off tens of millions of dollars in indebtedness. Eldorado
will acquire its ownership stake for an investment of only $5
million which it will be entitled entirely to recoup in two years
through required management fees of $2.5 million per year.
Furthermore, the Company has agreed not to solicit other bids and
to pay as much as $2 million to Eldorado if the Company sells to
another bidder. According to Mr. Deckoff, "We believe that the
Eldorado deal does not provide an adequate return to creditors,
involves an inadequate and illusory investment by new ownership
and unfairly shuts out other bidders. In fact, we have previously
indicated our interest to be a bidder in a fair and open process
and have partnered with a strong local management team to do so."

Robert Raley, an attorney for Black Diamond, said, "The casino is
a valuable property which should be sold to a well-financed
ownership group with a capable management team. The sale process
should be open to all bidders and structured to produce the best
result for creditors, employees and the local community served by
the casino. We believe that the filing of the involuntary petition
in Shreveport at this time will create the best opportunity for
this objective to be achieved."

Headquartered in Shreveport, Louisiana, Hollywood Casino
Shreveport operates a casino hotel and resort featuring riverboat
gambling. Its creditors filed an involuntary chapter 11 protection
on September 10, 2004 (Bankr. W.D. La. Case No. 04-13259). Robert
W. Raley, Esq. at 290 Benton Road Spur, Bossier City, LA 71111 and
Timothy W. Wilhite, Esq. at Downer, Hammond & Wilhite, L.L.C.
represent the petitioners in their involuntary petition against
the Debtor. The Company owed $34,958,113 to the petitioners.

                        *     *     *

As reported in the Troubled Company Reporter on September 1, 2004,
Hollywood Casino Shreveport entered into an agreement with
Eldorado Resorts, LLC, providing for the acquisition of the
Company by Eldorado.  The Agreement also contemplates a financial
restructuring of HCS that will significantly reduce outstanding
secured debt obligations and annual cash interest payments, while
rationalizing its capital structure.

Under the proposed restructuring, holders of the Company's
existing secured notes are to receive $140 million of new first
mortgage notes, $20 million of PIK Preferred Equity Securities, a
25% non-voting equity interest in the reorganized company, and
cash in an amount to be determined, in exchange for existing
secured notes in the principal face amount of $189 million plus
accrued interest.

The Company intends to effectuate the sale and related financial
restructuring transaction through a prepackaged Chapter 11
bankruptcy reorganization to be filed in the fourth quarter of
this year.  The Agreement remains subject to final documentation,
subsequent noteholder solicitation and acceptance, filing with and
approval by the Bankruptcy Court of the Agreement, Louisiana
Gaming Control Board approval and certain other conditions.


HOLLYWOOD CASINO SHREVEPORT: Involuntary Chapter 11 Case Summary
----------------------------------------------------------------
Alleged Debtor: Hollywood Casino Shreveport
                aka QNOV
                aka Queen of New Orleans at the Hilton
                    Joint Venture
                aka The Queen of New Orleans at the Hilton
                    Joint Venture
                5601 Bridge Street, Suite 300
                Fort Worth, Texas 76112

Involuntary Petition Date: September 10, 2004

Case Number: 04-13259

Chapter: 11

Court: Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Petitioners' Counsel:  Robert W. Raley, Esq.
                       290 Benton Road Spur
                       Bossier City, LA 71111
                       Tel: 318-747-2230
                       Fax: 318-747-0106

                       Timothy W. Wilhite, Esq.
                       Downer, Hammond & Wilhite, L.L.C.
                       333 Texas Street, Ste. 1325
                       Shreveport, LA 71101
                       Tel: 318-212-4444

                       Jeffrey L. Jonas, Esq.
                       Brown Rudnick Berlack Israels LLP
                       One Financial Center
                       Boston, MA 02111
                       Tel: 617-856-8200

                       Marguerite K. Kingsmill
                       201 St. Charles Ave., Ste. 3300
                       New Orleans, LA 70170
                       Tel: 504-581-3300
         
Petitioners: Wilhite Electric Company, Inc.
             4450 Viking Loop Drive
             Bossier City, LA 71111

             BDCM Opportunity Fund, L.P.
             c/o President James J. Zenni, Jr.
             100 Field Drive
             One Conway Park, Ste. 140
             Lake Forest, IL 60045

             Broadmoor/Roy Anderson Corp.
             c/o Marguerite K. Kingsmill
             201 St. Charles Ave., Ste. 3300
             New Orleans, LA 70170

             Black Diamond CLO 2000-1 Ltd.
             c/o Alan Corkish
             Deutsche Bank (Cayman) Ltd.
             P.O. Box 1984GT
             2nd Floor Elizabethan Sq.
             George Town, Gran Cayman
                                  
Aggregate Amount of Claims: $34,958,113


HUDSON'S BAY: Re-Opens Bay & Zellers, Bayshore Shopping Centre
--------------------------------------------------------------
Hudson's Bay Company celebrated the grand re-openings of two
Ottawa area stores over the weekend.  The Bay re-opened the
Bayshore Mall location with a new, three-level, 211,000 square
foot store that offers exclusive brands; new departments and
updated services for customers.  Zellers celebrated the renovation
of its Bayshore store on Saturday, September 11, 2004.

The grand re-opening of the Bay in the Bayshore Mall was held
Friday, Sept. 10, with a ribbon-cutting ceremony and the donation
of $40,000 to the Children's Hospital of Eastern Ontario.  The
new, three-level, 211,000 square foot store offers exclusive
brands; new departments and updated services for customers.

"[The] grand re-opening of our Bayshore store represents a multi-
million investment," said Marc Chouinard, President and Chief
Operating Officer, the Bay.  "As a result of the 6-month
renovation, we're offering the best products in everything from
home d‚cor to fashion.  This weekend's grand opening celebrations,
which include special savings, prize draws and donations to the
Children's Hospital of Eastern Ontario, are our way of introducing
and welcoming customers to this new and improved store."

The store was renovated to meet the needs of the Ottawa shoppers
through a range of services and special features designed to make
shopping easier and more pleasant.  New collections and Services
include:

    New and exclusive designers:

    * House & Home Style for Living,
    * Nautica,
    * Tommy Hilfiger, and
    * the Bay's newest designer collection:

         -- GlucksteinHome by Canadian interior designer Brian
            Gluckstein.

    New and expanded departments:

    * Jewelery,
    * CD, DVD & Video Game Shop,
    * lingerie and a gift registry department.

    Improved services and shopping environment:

    * Larger fitting rooms with seating areas;
    * new escalators, carpeting and interior design throughout the
      store; and
    * fashion, lifestyle, home 'ideas sections' throughout the
      store.

"New and expanded services in a first class environment will make
the entire shopping experience at the Bay Bayshore more enjoyable
for our customers," said Mr. Chouinard. "The expanded collections
reflect the Bay's strategy of continuing to be the headquarters
for popular brands such as House & Home, Gluckstein, Tommy
Hilfiger and Nautica."

The Bayshore Zellers held their grand re-opening celebration on
Saturday, September 11, 2004.  The Zellers store now features
"Neighbourhood Market"; a grocery section with cooler and freezer
aisles.

Some of the activities which took place in the Zellers store
beginning at 8:00 a.m. on Saturday include cake and refreshments
and draws for free giveaways.  Councillor Rick Chiarelli was in
attendance for the ribbon-cutting ceremony.  The Hbc Foundation
donated $5,000 to the Hand in Hand Campaign and $5,000 to the
Nelson House in honour of the grand re-opening.

Hudson's Bay Company (S&P, BB+ Long-Term Corporate Credit and
Senior Unsecured Debt Ratings, Negative Outlook), established in
1670, is Canada's largest department store retailer and oldest
corporation.  The Company provides Canadians with the widest
selection of goods and services available through retail channels
including more than 500 stores led by the Bay, Zellers and Home
Outfitters chains. Hudson's Bay Company is one of Canada's largest
employers with 70,000 associates and has operations in every
province in Canada.  Hudson's Bay Company's common shares trade on
The Toronto Stock Exchange under the symbol "HBC".


INSIGHT HEALTH: Filing Annual Report with SEC on Sept. 24
---------------------------------------------------------
InSight Health Services Holdings Corp. will host a conference call
to discuss results for the fourth quarter and year ended June 30,
2004. InSight expects to file its Annual Report on Form 10-K for
the fiscal year ended June 30, 2004, with the Securities and
Exchange Commission on Friday, Sept. 24, 2004. The call is
scheduled for Tuesday, Sept. 28, 2004, at 8 a.m. Eastern Daylight
Time.

Michael N. Cannizzaro, president and chief executive officer, and
Brian G. Drazba, chief financial officer, will host the conference
call.

To participate by telephone, please dial 1-800-218-0204 ten
minutes prior to the scheduled call.

To listen to a live or archived webcast of the call, visit
http://www.insighthealth.com/go to the bottom of the home page  
and click on financial information to access a link to the call.
Refer to conference ID# 24761. The archived webcast of the call
will be available for 90 days beginning on Sept. 28, 2004.

                         About InSight

InSight, with headquarters in Lake Forest, provides diagnostic
imaging and information, treatment and related management
services. It serves managed care entities, hospitals and other
contractual customers in 37 states, including the following
targeted regional markets: California, Arizona, New England, the
Carolinas, Florida and the Mid-Atlantic states. For more
information, please visit http://www.insighthealth.com/

                          *     *     *

As reported in the Troubled Company Reporter on August 20, 2004,
Standard & Poor's Ratings Services' ratings on InSight Health
Services Corp., including the company's 'B+' corporate credit
rating, remain on CreditWatch with negative implications.
InSight remains on CreditWatch, despite its Aug. 13, 2004
announcement that it has filed an application with the SEC to
withdraw the registration statement for its proposed initial
public offering of income deposit securities -- IDS -- and a
related public offering of senior subordinated notes (a statement
originally filed on June 23, 2004).  InSight, a company that
provides diagnostic imaging services, is the operating subsidiary
of InSight Health Services Holdings Corp.

Although the IDS filing prompted the CreditWatch placement on
June 23, Standard & Poor's views the intention to use this
structure as evidence of an aggressive financial posture.  InSight
is retreating from the IDS issuance because current market
conditions for public offerings are unfavorable.

"We are concerned about the acquisitive and debt-burdened
company's exposure to heightened competition in the industry,
particularly in the mobile imaging segment, which represented
about 40% of its revenue for the nine months ended March 31,
2004," said Standard & Poor's credit analyst Cheryl Richer.
"Given the recent management changes, including the major
sponsor's appointment of a new chief executive officer, Standard &
Poor's will need to review management's business and financial
strategies before resolving the CreditWatch listing."


INTEGRATED PERFORMANCE: Receives $550,000+ Defense Order
--------------------------------------------------------
Integrated Performance Systems (OTC Bulletin Board: IPFS), a
printed circuit board and electronics component manufacturer
located in Frisco, Texas, has recently received an order in excess
of $550K for components used in the Tomahawk(R) Land Attack
Missile.  The Tomahawk(R) Land Attack Missile (TLAM) is a long
range, subsonic cruise missile used for land attack warfare,
launched from U.S. Navy surface ships and U.S. Navy and Royal Navy
submarines.  The order consists primarily of components that would
be used in the Tomahawk(R) Land Attack Missile guidance systems.

Tomahawk(R) cruise missiles are designed to fly at extremely low
altitudes, at high subsonic speeds and are piloted over an evasive
route by several mission tailored guidance systems.  The first
operational use was in Operation Desert Storm in 1991, with
immense success.  The missile has since been used successfully in
several other conflicts.

D. Ronald Allen, President and CEO of Integrated Performance
Systems stated, "Many of our customers are prime contractors to
the military and department of defense.  They see the obvious
benefits of our manufacturing services and capabilities.  This
recent order simply reflects the meaningful improvement in order
volumes we've been expecting to achieve from these long standing
customers."

Mr. Allen continued, "Overall market conditions remain favorable
as our company celebrates it 25th anniversary.  Our balance sheet
continues to strengthen, as we remain dedicated to our primary
goal of attaining profitable results, satisfying the needs of our
customers, reducing costs, and continuing improvements in
operational performance."

                        About the Company

Integrated Performance Systems manufactures complex multi-layer
printed circuit boards used in high-power microwave interconnect
solutions, antennas, integrated substrate components, and sub-
system assemblies.  IPFS provides its customers with an integrated
manufacturing solution that encompasses all stages of an
electronic product's life cycle from prototype through volume
production.  The Company's customers include original equipment
manufacturers and electronic manufacturing service providers that
serve rapidly growing segments of the electronics industry.  
Additional corporate information is available on the Internet at
http://www.integratedperformancesystems.com/

                          *     *     *

As reported in the Troubled Company Reporter on September 1, 2004,
Integrated Performance Systems, Inc., with the approval of its
Board of Directors, dismissed its principal independent accountant
and primary auditors, Malone & Bailey, PLLC, on June 18, 2004.

Although unrelated to the change in auditors, the former
accountant's report on the Company's financial statements for each
of the past two fiscal years contained an opinion questioning the
Company's ability to continue as a going concern.

On June 22, 2004, the Company engaged KBA Group LLP, as its
principal accountant to audit the Company's financial statements.


IRISH PUB: Wants to Retain Sassoon & Cymrot as Counsel
------------------------------------------------------
Irish Pub Restaurants, Inc., asks the U.S. Bankruptcy Court for
the District of Massachusetts for permission to employ Sassoon &
Cymrot LLP as its bankruptcy counsel.

Sassoon & Cymrot will:

    a) provide the Debtor legal advice with respect to his
       duties and powers in this case;

    b) assist the Debtor with the administration of its case
       before the Court;

    c) assist the Debtor in the formulation, negotiation and
       submission of a plan of reorganization and disclosure
       statement; and

    d) perform such other legal services as will be required and
       in the interest of the Debtor and his estate.

Lewis A. Sassoon, Esq., and Jeffrey J. Cymrot, Esq., will be the
primary attorneys in this case.  Mr. Sassoon's current hourly rate
is $350 while Mr. Cymrot's billing rate is $250 per hour.  

Mr. Sassoon adds that the Debtor paid the Firm a $30,000 retainer.

To the best of the Debtor's knowledge, Sasssoon & Cymrot is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Boston, Massachusetts, Irish Pub Restaurants,
Inc., operates a chain of Bennigan's casual dining restaurants
with locations in Massachusetts, New York and Connecticut.  The
Company filed for chapter 11 protection on September 7, 2004
(Bankr. D. Mass. Case No. 04-17339).  When the Company filed for
protection from its creditors, it estimated above $10 million in
assets and debts.


IRISH PUB: Section 341(a) Meeting Scheduled for October 7
---------------------------------------------------------
The United States Trustee for Region 1 will convene a meeting of
Irish Pub Restaurants, Inc.'s creditors on October 7, 2004, at
1:45 p.m. at the Office of the U.S. Trustee located at 10 Causeway
Street in Boston, Massachusetts.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Boston, Massachusetts, Irish Pub Restaurants,
Inc., operates a chain of Bennigan's casual dining restaurants
with locations in Massachusetts, New York and Connecticut.  The
Company filed for chapter 11 protection on September 7, 2004
(Bankr. D. Mass. Case No. 04-17339).  Lewis A. Sassoon, Esq., at
Sassoon & Cymrot, LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it estimated above $10 million in assets and debts.


JEAN COUTU: Fidelity Management Discloses 11.20% Equity Stake
-------------------------------------------------------------
Fidelity Management & Research Company and Fidelity Management
Trust Company located at 82 Devonshire Street in Boston,
Massachusetts, disclosed that certain accounts for which Fidelity
serves as investment adviser have received 533,200 shares in-kind
of Jean Coutu Group Inc.'s outstanding Class A common stock.  
Fidelity has control but not ownership of those shares.  As a
result of receiving the shares in-kind, Fidelity holds 11,952,420
shares (or 11.20%) of Jean Coutu Group Inc.'s outstanding Class A
common stock.

Fidelity fund holdings are for investment purposes only and not
with the purpose of influencing the control or direction of Jean
Coutu Group Inc.  The Fidelity funds may, subject to market
conditions, make additional investments in or dispositions of
securities of Jean Coutu Group Inc., including sales or purchases
of Class A common stock.  Fidelity does not, however, intend to
acquire 20% of any class of the outstanding voting or equity
securities of Jean Coutu Group Inc.
    
The Jean Coutu Group, Inc., is now the fourth largest drugstore
chain in North America and the second largest in both the eastern
United States and Canada.  The Company and its combined network of
2,204 corporate and affiliated drugstores (under the banners of
Eckerd, Brooks, PJC Jean Coutu, PJC Clinique and PJC Sante Beaute)
employ more than 59,600 people.  The Group's United States
operations employ over 45,600 persons and comprises 1,549 Eckerd
and 336 Brooks drugstores, all corporate owned stores located in
18 states of the Northeast, mid-Atlantic and Southeastern United
States.

The Group's Canadian operations and the drugstores affiliated to
its network employ over 14,000 persons and comprises 277 PJC Jean
Coutu drugstores, 40 PJC Clinic and 2 PJC Sant, Beaut, all
franchised, in Quebec, New Brunswick and Ontario.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2004,
Standard & Poor's Ratings Services rated Jean Coutu Group Inc.'s
US$250 million senior unsecured notes 'B'.  The new notes will
replace a like amount of the company's initially proposed
US$1.2 billion senior subordinated notes, to be reduced to
US$950 million.  The 'BB' bank loan ratings and the '1' recovery
rating indicate that lenders can expect full recovery of principal
in the event of a default.  The outlook is negative.

"The ratings on Jean Coutu reflect the company's very high lease-
adjusted pro forma leverage resulting from the acquisition; its
integration risk associated with the Eckerd stores; and the
challenge to enhance their profitability, particularly in the
front-end; and somewhat constrained liquidity," said Standard &
Poor's credit analyst Don Povilaitis.  These factors are partially
offset by management's track record of successful drugstore
integration in both the U.S. and Canada, the scale of the
acquisition, which will allow the company to become the fourth-
largest drugstore chain operator in North America, and favorable
long-term industry dynamics.


JOSTENS INC: Extends 12-3/4% Sr. Sub. Debt Offering to Oct. 4
-------------------------------------------------------------
Jostens, Inc. has extended the expiration date for the tender
offer for its 12-3/4% Senior Subordinated Notes Due 2010 to 5:00
p.m., New York City time, on October 4, 2004 and that it will also
pay the consent payment to all holders of the Notes who validly
tender their Notes prior to 5:00 p.m., New York City time, on
October 4, 2004.

The consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase will be determined at
10:00 a.m., New York City time, on September 20, 2004 (unless the
expiration date is extended) and will be calculated in accordance
with the Offer to Purchase. As of 5:00 p.m., New York City time,
on September 9, 2004, the Company had received tenders and
consents for approximately 89.7% of the principal amount
outstanding of the Notes. The percentage of consents received
exceeds the requisite consents needed to amend the indenture
applicable to the Notes.

The Notes were tendered pursuant to an Offer to Purchase and
Consent Solicitation Statement dated August 19, 2004, which more
fully sets forth the terms and conditions of the cash tender offer
to purchase any and all of the $203,985,000 outstanding principal
amount of the Notes and the consent solicitation to eliminate
substantially all of the restrictive and reporting covenants,
certain events of default and certain other provisions contained
in the indenture governing the Notes.

The obligation of the Company to accept for purchase and to pay
the purchase price and consent payment for the Notes in the Tender
Offer and Consent Solicitation is conditioned on, among other
things, the satisfaction or waiver of the conditions to the
closing of the transactions previously announced involving
affiliates of Kohlberg Kravis Roberts & Co. and DLJ Merchant
Banking Partners, including the recapitalization of Jostens
Holding Corp., the parent of Jostens, Inc., and the receipt of
tenders and consents from the holders of at least a majority of
the aggregate principal amount of the Notes and outstanding notes
of AKI, Inc., Von Hoffmann Holdings Inc. and Von Hoffmann
Corporation, and the execution of a supplemental indenture to each
of the indentures governing such notes. As of 5:00 p.m., New York
City time, on September 9, 2004, each of Von Hoffmann Holdings,
Von Hoffmann Corp. and AKI, Inc. had received tenders and consents
for at least a majority of the aggregate principal amount of their
respective notes.

Credit Suisse First Boston LLC is acting as dealer manager and
solicitation agent for the Tender Offer and Consent Solicitation.
The information agent is MacKenzie Partners, Inc. and the
Depositary is The Bank of New York. Questions regarding the Tender
Offer and Consent Solicitation may be directed to Credit Suisse
First Boston LLC by telephone at (800) 820-1653 (toll free) and
(212) 538-0652 (call collect). Requests for copies of the Offers
to Purchase and related documents may be directed to MacKenzie
Partners, Inc., by telephone at (800) 322-2885 (toll free) and
(212) 929-5500 (call collect) or by email at
proxy@mackenziepartners.com

Jostens is a leading provider of school-related affinity products
and services in three major product categories: yearbooks, class
rings and graduation products, which includes diplomas, graduation
regalia, such as caps and gowns, accessories and fine paper
announcements. Jostens is also a leading provider of school
photography products and services in Canada. Jostens has a 107-
year history of providing quality products, which has enabled it
to develop long-standing relationships with school administrators
throughout the country.

                        *      *     *

As reported in the Troubled Company Reporter on Sept. 10, 2004,
Moody's Investors Service has assigned a B1 rating to Jostens IH  
Corp.'s proposed $1.270 billion senior secured credit facility.  
Details of the rating action are as follows:

Ratings assigned:

   Jostens IH Corp.

      * $250 million senior secured revolving credit facility, due  
        2009 -- B1;

      * $150 million senior secured term loan A, due 2010 -- B1;

      * $870 million senior secured term loan B, due 2011 -- B1;  
        and

      * $500 million senior subordinated notes, due 2012 -- B3.

Ratings affirmed:

   Jostens Holding Corp.

      * $163 million senior discount notes, due 2013 -- Caa2;

      * Senior Implied - B1

      * Issuer rating Caa2

Ratings affirmed, subject to withdrawal at closing:

   Jostens Inc.

      * $150 million senior secured revolving credit facility, due  
        2010 - Ba3;

      * $475 million senior secured term loan, due 2010 - Ba3;

      * $221 million 12.75% senior subordinated notes, due 2010  
        - B3; and

      * $60 million 14% PIK preferred stock, due 2011 - Caa2.

   AKI Holding Corp.:

      * $50 million senior discount notes, due 2009 - Caa1.

   AKI, Inc.:

      * $115 million 10.5% senior notes, due 2008 - B2;

      * Senior Implied rating - B2; and

      * Issuer rating - B2.

   Von Hoffman Corp.:

      * $90 million senior secured revolving credit facility,
        due 2006 - Ba3;

      * $275 million 10.25% senior unsecured notes, due 2009 - B2;

      * $100 million 10.375% senior subordinated notes, due 2007  
        - B3;

      * Senior Implied - B1; and

      * Issuer rating - B2.

The outlook is stable.

The ratings reflect:

     (i) Jostens' high pro-forma leverage,  

    (ii) low top line growth,  

   (iii) competitive pricing pressure, and  

    (iv) the lack of junior capital to provide meaningful  
         protection to debtholders.  

Ratings are supported by:

     (i) the reputation of Jostens' products,  

    (ii) the diversification of its product range,  

   (iii) the maintenance of its yearbook,  

    (iv) textbook printing (Von Hoffmann) and school ring market  
         shares,  

     (v) an expected pick-up in textbook spending commencing early
         2005, and  

    (vi) the experience of its management team.


KAISER ALUMINUM: Settles Louisiana Revenue Dept.'s Tax Claims
-------------------------------------------------------------
The State of Louisiana Department of Revenue filed several proofs
of claim, including Claim Nos. 303, 304, 366, 463, 7484 and 7587,
against Debtor Kaiser Aluminum Corporation.  The Claims assert
liability for certain corporate income and franchise taxes and
prepetition sales taxes.  The Revenue Department has agreed that
the Claims should be reclassified so that they are asserted
against Debtor Kaiser Aluminum & Chemical Corporation.

With respect to certain taxes incurred during the tax year ending
December 31, 2002, KACC reported an overpayment to the Revenue
Department for $118,215, based on refundable credits.  During the
tax year ending December 31, 2003, KACC reported an overpayment to
the Revenue Department for $28,642 above the liability reported on
its tax return.

In June 2003, the Debtors filed an Omnibus Objection seeking to
disallow Claim No. 463.

To resolve the Revenue Department's Claims and the Debtors'
Objection, the parties agree that:

   (a) Claim No. 463 will be allowed as an unsecured priority
       claim against KACC for $481,785, which equals $600,000 for
       corporate franchise taxes for the tax years ending
       December 31, 1999, to December 31, 2002 minus the
       Prepetition Overpayment.  As allowed, Claim No. 463 will
       be satisfied in accordance with a plan of reorganization
       that includes KACC and that is confirmed in the Chapter 11
       cases;

   (b) Claim No. 7484 will be allowed as an unsecured priority
       claim against KACC for $195,710, which will be satisfied
       in accordance with a plan of reorganization;

   (c) KACC has until September 12, 2004, to pay to the Revenue
       Department $241,225, which equals $269,867 minus the
       Postpetition Overpayment, plus interest calculated on the
       net amount at the statutory rate through the payment date
       of the taxes, in full satisfaction of the 2003 taxes
       asserted in Claim No. 7587; and

   (d) The Stipulation resolves all claims that the Revenue
       Department has against the Debtors, whether asserted in
       Claim Nos. 303, 304, 366, 463, 7484, and 7587 or
       otherwise.  All claims, to the extent not expressly
       allowed by the Stipulation, will be deemed to have been
       withdrawn as satisfied.  However, the Debtors and the
       Revenue Department reserve all of their rights with
       respect to any amounts owed for corporate franchise taxes
       for the tax year ending December 31, 2004.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts. On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER GROUP: Elects D. McMinn CEO & M. Tennenbaum as Directors
---------------------------------------------------------------
Kaiser Group Holdings, Inc. (OTC Bulletin Board: KGHI) elected
Douglas W. McMinn as President and Chief Executive Officer and as
a director, effective September 9, 2004, filling the vacancy
created by the resignation of John T. Grigsby, Jr.  Mr. McMinn has
been a senior officer of the Company and its predecessors for more
than 15 years.

The Company also elected Mark S. Tennenbaum as a member of its
Board of Directors effective September 13, 2004.  Mr. Tennenbaum
is a private investor.  Mr. Tennenbaum was chief financial officer
and co-founder of FrontBridge Technologies, Inc.  Prior to
FrontBridge Technologies, Inc., Mr. Tennenbaum served as chief
financial officer of SoftAware Networks, Inc.

                      About the Company

Kaiser Group Holdings, Inc., is a Delaware holding company formed
on December 6, 2000 for the purpose of owning all of the
outstanding stock of Kaiser Group International, Inc.  Kaiser
Group International, Inc., continues to own the stock of its
remaining subsidiaries.  On June 9, 2000, Kaiser Group
International, Inc., and 38 of its domestic subsidiaries
voluntarily filed for protection under Chapter 11 of the United
States Bankruptcy Code in the District of Delaware (case nos. 00-
2263 to 00-2301).  Kaiser Group International, Inc. emerged from
bankruptcy with a confirmed Plan of Reorganization (the Second
Amended Plan of Reorganization that was effective on December 18,
2000.

In its Form 10-K for the fiscal year ended December 31, 2003,
Kaiser Group Holdings, Inc. further states:

"The effectiveness of the Plan as of December 18, 2000, did not in
and of itself complete the bankruptcy process.  The process of
resolving in excess of $500 million of claims initially filed in
the bankruptcy is ongoing.  By far the largest class of claims
(Class 4) was made up of creditor claims other than trade creditor
and equity claims. Class 4 claims included holders of Kaiser Group
International, Inc.'s senior subordinated notes due 2003 (Old
Subordinated Notes).  Holders of allowed Class 4 claims received a
combination of cash and our preferred (New Preferred) and common
stock (New Common) in respect of their claims. Such holders
received one share of New Preferred and one share of New Common
for each $100 of claims.  However, the number of shares of New
Preferred issued was reduced by one share for each $55.00 of cash
received by the holder of an allowed Class 4 claim.

"Pursuant to the terms of the Plan, we were required to complete
our initial bankruptcy distribution within 120 days of the
effective date of the Plan.  Accordingly, on April 17, 2001, we
effected our initial distribution of cash, New Preferred and New
Common to holders of Class 4 claims allowed by the Bankruptcy
Court.  At that time, there were approximately $136.8 million of
allowed Class 4 claims.  The amount of unresolved claims remaining
at April 17, 2001 was approximately $130.5 million.

"To address the remaining unresolved claims, the Bankruptcy Court
issued an order on March 27, 2001 establishing an Alternative
Dispute Resolution -- ADR -- procedure whereby the remaining
claimants and we produce limited supporting data relative to their
respective positions and engage in initial negotiation efforts in
an attempt to reach an agreed claim determination.  If necessary,
the parties were thereafter required to participate in a non-
binding mediation before a mediator pre-selected by the Bankruptcy
Court.  All unresolved claims as of March 27, 2001 became subject
to the ADR process.  Since April 17, 2001, the date of the initial
distribution, $123 million of asserted claims have been withdrawn,
negotiated or mediated to an agreed amount, resulting in cash
payments approximating $2.2 million and issuances of 683 shares of
New Preferred and 823 shares of New Common.

"As of March 26, 2004, the amount of unresolved claims was
approximately $7.5 million.  We expect to resolve the remaining
claims in the first six months of 2004 and currently believe that
the total amount of Class 4 claims ultimately to be allowed in the
Old Kaiser bankruptcy proceeding will not exceed $142.5 million.
As demonstrated by the claim settlements completed since April 17,
2001, and based on the belief that it is in the Company's and its
shareholders' best interest, we have been settling certain
remaining Class 4 claims entirely for cash payments in lieu of the
combination of cash and New Preferred and New Common as
contemplated in the Plan.  We intend to continue to use this
settlement alternative during its resolution of remaining Class 4
claims.

"From time to time in the future, as remaining unresolved claims
are resolved, excess cash from the 'reserve' fund (including cash
added to 'reserve' fund in payment of pro forma dividends,
classified as interest expense subsequent to July 1, 2003, on
retained shares of New Preferred) must be used to redeem
outstanding shares of New Preferred.  In January 2003, we redeemed
282,000 shares of outstanding New Preferred by using $8.9 million
and $5.2 million of restricted and unrestricted cash,
respectively.  In October 2003, we redeemed 113,530 shares of
outstanding New Preferred by using $1.6 million and $4.6 million
of restricted and unrestricted cash, respectively.  In February
2004, we redeemed 95,932 shares of New Preferred by using
$3.2 million of restricted cash and $2.1 million of unrestricted
cash."


L.A.C. ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: L.A.C. Enterprises, Inc.
        c/o Philip H. Williams
        19 North 6th Street
        Stroudsburg, Pennsylvania 18360-2177

Bankruptcy Case No.: 04-54506

Chapter 11 Petition Date: September 10, 2004

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Gordon L. Bigelow, Esq.
                  Bigelow Law Firm
                  136 Airport Road
                  Hazleton, PA 18202
                  Tel: 570-455-9970

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not have a list of its 20-Largest Creditors.


LUBRIZOL CORP: S&P Affirms BB+ Corporate Credit & Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings on Cleveland, Ohio-based
Lubrizol Corp. and removed them from CreditWatch, where they were
placed with negative implications on April 16, 2004, following the
company's announcement that it had signed an agreement to acquire
Noveon International Inc. for approximately $1.8 billion.  The
outlook is stable.

At the same time, Standard & Poor's assigned a 'BB+' rating to
$400 million of senior notes due 2009, $400 million of senior
notes due 2014, and $300 million of senior debentures due 2034.

"Proceeds will be used to retire about $2 billion of debt incurred
by Lubrizol under a temporary bridge facility used to fund the
June 2004 acquisition of Noveon and the repayment of some Noveon
debt," said Standard & Poor's credit analyst Wesley E. Chinn. A
planned concurrent common equity offering of approximately
$442 million and bank term loan of $575 million will refinance the
balance of the borrowings under the bridge facility.

The credit quality of Lubrizol reflects its aggressively leveraged
capital structure as a result of the Noveon acquisition, tempered
by a $3.4 billion globally diversified specialty chemicals product
portfolio that supports an above-average business profile.  The
combined business profile reflects leading positions in a wide mix
of applications, including lubricant additives for engine oils,
driveline oils and fuel products, synthetic thickeners for
personal care and pharmaceutical products, and specialty plastics,
such as chlorinated polyvinyl chloride plastic and thermoplastic
polyurethanes.

With the Noveon transaction, Lubrizol's product offerings are
significantly extended into markets outside of its core fluid
additives for transportation segment.


LUCENT TECH: Moody's Raises Senior Implied Debt Rating to B2
------------------------------------------------------------
Moody's Investors Service raised the senior implied debt rating of
Lucent Technologies Inc. to B2 from Caa1 and affirmed the SGL-2
short-term ratings.  The rating outlook is positive.

Ratings upgraded include:

   * Senior implied rating to B2 from Caa1;
   * Senior unsecured rating to B2 from Caa1;
   * Subordinated rating to Caa1 from Caa3; and
   * Trust preferred securities to Caa1 from Caa3.

The rating action reflects:

     (i) Lucent's stabilizing revenue base,

    (ii) progress in improving profitability and cash flow
         generation, and

   (iii) internal liquidity that should be sufficient to fund
         operations over the intermediate term.

After extensive restructuring, cost reductions and balance sheet
recapitalization over the past few years, the company has shown
steady improvement in operating performance and credit protection
measures.  Lucent's current cost structure and internal liquidity
should provide the company with greater flexibility to respond to
ever changing market conditions within the communications
equipment sector.

The current rating takes into consideration the risks inherent in
the volatile communications equipment market, including weakened
capital spending by carriers, intense competitive pressure from
existing and new entrants such as Huawei Technologies and rapidly
evolving technology standards.  The positive outlook reflects the
fact that Lucent's rating could be upgraded to the extent the
company is able to sustain profitable revenue growth and positive
free cash flow generation that result in further improvement in
credit metrics.  Alternatively, the rating outlook could face
downward pressure to the extent revenues show material decline,
the company is unable to sustain improvements in profitability and
cash generation, future acquisitions consume a substantial amount
of cash or the company adopts a materially less conservative
approach towards its internal liquidity profile or the use of
vendor financing.

Customer capital spending has been stabilizing and is expected to
show slight improvement in the coming year.  Consistent revenue
performance over the past several quarters, coupled with a lower
cost profile from its previous restructuring activity, has enabled
the company to post noticeable margin improvement.  In the fiscal
third quarter ended June 30, 2004, the company's gross margins
reached 43% while reported operating margins were 15.9%.  Moody's
notes that margins have been aided by non-core operating benefits,
including reversals from prior restructuring reserves and
recoveries of previously written-off customer financing
obligations.  While the Integrated Network Solutions -- INS --
segment faces continuing declines in revenue, Mobility Solutions
and Lucent Worldwide Services have experienced stronger growth, as
demand for mobile data services and managed network services
increases.  INS represents approximately 33% of total revenue,
Mobility Solutions represents 45% and Services represents 22%.

In the second fiscal quarter ended March 2004, the company
generated free cash flow (cash flow from operations less capital
expenditures and cash investments and acquisitions) on a trailing
12-month basis ($77 million) for the first time since its spin-off
from AT&T in 1996.  In the third fiscal quarter ended June 2004,
Lucent generated LTM EBITDA of $1.8 billion (representing 21% of
total revenue) and LTM free cash flow of $191 million. While cash
flow is expected to moderate in the first quarter of fiscal 2005
due to cash payments of previously accrued bonuses, Moody's
expects Lucent to generate positive free cash flow in fiscal 2005.

The company recently announced a tentative agreement with the
Internal Revenue Service for an $816 million cash refund (not
including accrued interest) on a net operating loss carryback
against federal taxes paid in prior years.  The tax refund is
subject to the completion of the IRS audit of Lucent's fiscal year
2001 federal income tax return.  In addition, the tentative
agreement must be reviewed and approved by the Congressional Joint
Committee on Taxation.  If approved by the Joint Committee,
recording of the claim in Lucent's financial statements will
result in an $816 million income tax benefit as a result of the
reversal of a valuation allowance due to the realization of the
deferred tax asset.  If approved, the refund could be expected to
be received in fiscal 2005.

As of June 30, 2004, Lucent had cash and marketable securities of
$4.7 billion, and debt and trust preferred balances of
$6.2 billion.  The next scheduled debt payment occurs in July
2006, when $561 million of 7.25% senior notes mature, while
$4.4 billion of the company's debt (including convertible
securities) matures in or after 2010. In August 2004, the company
was exposed to a potential investor put of its $817 million
outstanding subordinated convertible notes due 2031.  Less than
$1 million of the notes were tendered to the company for early
redemption.  The next investor put date on the notes is in
August 2007.

The company currently has $2.2 billion of pension liabilities and
$4.7 billion of other post-retirement and post-employment benefit
liabilities -- OPEB.  The company does not expect to make
contributions to its U.S. pension plans through fiscal 2006, and
expects to fund a total of $220 million in management retiree OPEB
contributions in fiscal 2004, of which $160 million has already
been made.  Lucent expects to make $250 million in annual OPEB
contributions through fiscal 2006.

Lucent does not have access to any committed credit facility that
provides direct liquidity; however, it does maintain two senior
secured credit facilities totaling approximately $600 million that
allow for the issuance of letters of credit.  These facilities are
secured by substantially all the domestic assets of the company
and have cash collateral requirements that may increase, should
the company fail to maintain minimum balances of $2 billion in
unrestricted cash and marketable securities and minimum specified
EBITDA targets (adjusted for certain non-recurring items).  If
Lucent fails to meet these financial requirements on or after
December 31, 2004, it will be required to provide cash collateral
to secure 100% of the exposure under the pre-existing letters of
credit outstanding.

Lucent Technologies Inc., headquartered in Murray Hill, New
Jersey, is a leading global provider of telecommunications
equipment and services.


NORTEL: Engages Accenture to Look at Financial Systems
------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) engaged Accenture
(NYSE:ACN) to help develop a plan to transform its financial
organization's structure, processes and systems in line with
Nortel Networks goal of developing a 'best practices' finance
organization.  

This is the latest in a series of initiatives Nortel Networks has
undertaken in the past few years to transform various internal
functions through application of new technologies and process
integration.  Previous areas of concentration included the human
resources and supply chain functions.  

Nortel Networks previously announced that it is reviewing and
assessing its finance organization and financial systems,
including financial processes, procedures, skill sets, training
programs and organizational structure, so that it may build a
state-of-the-art finance organization.  

"We are determined to deliver on our commitment of providing
shareholders with the highest integrity standards of accounting
processes and a fully transparent financial organization," said
Bill Owens, president and chief executive officer, Nortel
Networks.  

Under the terms of the agreement, Accenture will review elements
of Nortel Networks global finance organization, including
structure, systems and processes, and will help identify ways to
improve and streamline business processes and systems
functionality.  Nortel Networks has already selected SAP as the
foundation for the new system globally.  

"The overall transformation of our finance organization will be an
ongoing, dedicated process and an important area of investment,"
Owens said. "Accenture's assessment is a key step as we work to
transform our finance organization."

                        About Accenture

Accenture is a global management consulting, technology services
and outsourcing company.  Committed to delivering innovation,
Accenture collaborates with its clients to help them become high-
performance businesses and governments.  With deep industry and
business process expertise, broad global resources and a proven
track record, Accenture can mobilize the right people, skills, and
technologies to help clients improve their performance.  With
approximately 100,000 people in 48 countries, the company
generated net revenues of US$11.8 billion for the  fiscal year
ended Aug. 31, 2003.  Its home page is http://www.accenture.com/  

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.  
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks.  As a global company, Nortel Networks does
business in more than 150 countries.  More information about
Nortel Networks can be found on the Web at
http://www.nortelnetworks.com/or  
http://www.nortelnetworks.com/media_center

                         *     *     *

As reported in the Troubled Company Reporter on August 18, 2004,
the Integrated Market Enforcement Team of the Royal Canadian
Mounted Police recently advised Nortel that it will commence a
criminal investigation into the Company's financial accounting
situation.

As reported in the Troubled Company Reporter on August 12, 2004,
Nortel's directors and officers, and certain former directors and
officers are facing allegations from certain shareholders in the
U.S. District Court for the Southern District of New York that the
directors and officers breached fiduciary duties owed to the
Company during the period from 2000 to 2003.


O'SULLIVAN IND: June 30 Balance Sheet Upside-Down by $165 Million
-----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pinksheets: OSULP), a
leading manufacturer and distributor of office, household and home
organization RTA furniture, reported its fiscal 2004 fourth
quarter and year end operating results for the period ended
June 30, 2004.

               Fourth Quarter and Year-End Results

Net sales for the fourth quarter of fiscal 2004 were $58.9
million, an increase of 14.1% from the unusually low sales level
of $51.6 million reported in fiscal 2003's fourth quarter. Fiscal
2004 sales were $268.8 million, a decrease of 7.0% from sales of
$289.2 million in fiscal 2003. Fiscal year 2004's sales decline
was generally due to previously reported market share setbacks
that were not fully offset by our new product initiatives.

Operating loss for the fourth quarter of fiscal 2004 was $681,000,
down from operating income of $1.6 million, or 3.1% of net sales,
reported in fiscal 2003's fourth quarter. Fiscal 2004 operating
income was $9.2 million, or 3.4% of net sales, down from operating
income of $26.3 million, or 9.1% of net sales, reported in fiscal
2003. The decrease in operating income was generally caused by the
lower sales levels noted above, a decrease in gross margin due to
changes in customer and product mix and increasing prices for raw
materials, including particleboard. In addition, during fiscal
2004's fourth quarter we increased our inventory reserve by
approximately $1 million. This adjustment brought our recorded
inventory balance into a more acceptable range when compared to
current market conditions.

For the fourth quarter of fiscal 2004, we recorded a $9.4 million
net loss compared to a net loss of $4.6 million reported in fiscal
2003's fourth quarter. The fiscal 2004 net loss was $27.4 million,
compared to net income of $1.6 million in fiscal 2003. The fiscal
2004 net loss reflects the:

   -- Reduction in operating income noted above as well as higher
      interest expense related to our September 2003 debt
      refinancing;

   -- $3.3 million non-cash write-off of debt issuance costs
      related to the refinancing of our previous senior credit
      facility in September 2003, partially offset by a gain of
      $616,000 on the repurchase of $4.0 million of our senior
      subordinated notes in October 2003; and

   -- July 1, 2003 adoption of an accounting pronouncement,
      Statement of Financial Accounting Standard No. 150,
      Accounting for Certain Financial Instruments with
      Characteristics of Both Liabilities and Equity that requires
      dividends accrued on our mandatorily redeemable senior
      preferred stock to be recorded as interest expense.  The
      financial impact of adopting SFAS 150 was $1.1 million and
      $4.3 million for the quarter and fiscal year ended June 30,
      2004, respectively.

EBITDA for the fourth quarter of fiscal 2004 was $2.4 million, or
4.1% of net sales, compared to EBITDA of $4.5 million, or 8.7% of
net sales in the fourth quarter of fiscal 2003. Fiscal 2004 EBITDA
was $19.3 million, or 7.2% of net sales, compared to EBITDA of
$39.5 million, or 13.6% of net sales, in fiscal 2003. The current
year EBITDA balance reflects the sales shortfall and the related
decrease in gross margin dollars. The attached table reconciles
net income (loss) to EBITDA.

EBITDA should be considered in addition to, but not as a
substitute for or superior to, operating income, net income,
operating cash flow and other measures of financial performance
prepared in accordance with generally accepted accounting
principles. EBITDA may differ in the method of calculation from
similarly titled measures used by other companies. EBITDA provides
another measure of the operations of our business and liquidity
prior to the impact of interest, taxes and depreciation. Further,
EBITDA is a common method of valuing companies such as O'Sullivan.

Working Capital

Cash on hand at June 30, 2004 was $5.2 million compared to $8.0
million at June 30, 2003. Inventory at June 30, 2004 rose to $55.1
million from $52.4 million at June 30, 2003. Accounts receivable
at June 30, 2004 decreased to $22.6 million from $25.0 million at
June 30, 2003.

Net cash provided by operating activities for the twelve months
ended June 30, 2004 was $1.0 million, compared to net cash
provided by operating activities of $14.7 million for the twelve
months ended June 30, 2003. Capital expenditures during fiscal
2004 were $2.6 million, down from the $5.1 million spent in fiscal
2003.

Total balance sheet debt at June 30, 2004 was $220.3 million
compared to $213.4 million at June 30, 2003. At June 30, 2004 the
borrowing base on our revolver was approximately $26.9 million.
There was no outstanding balance on the revolver at June 30, 2004.
However, we did have approximately $14.0 million in outstanding
letters of credit at June 30, 2004 that reduced the amount
available under the revolver.

Management Comments and Outlook

"While our top line has shown a little improvement, the bottom
line results of O'Sullivan Industries continue to be a challenge,"
stated Bob Parker, president and chief executive officer of
O'Sullivan Industries. "In an effort to alter the long-term
direction of the company, the board of directors of O'Sullivan
Industries has added several new key members to the company's
executive team. The O'Sullivan Industries executive team is now in
the process of strategically realigning the company and focusing
the entire organization on the vital tasks of creating new top
line growth and improving profitability. The following highlight
some of the strategic initiatives that are currently underway at
O'Sullivan Industries:

   -- Creation of a new Sales and Marketing Organization that will
      focus on targeted market segments and the key customers in
      those segments;

   -- Expansion of new product initiatives that already include
      successful launches of our Coleman(R) garage and business
      storage assortment and Intelligent Designs(R) commercial
      office furniture;

   -- Building a more capable and far reaching sourcing
      organization;

   -- Focusing our factories on improving productivity and
      controlling costs;

   -- Improving working capital management and cash flow through
      better planning, reduction in required inventory levels,
      improving vendor and customer terms, etc.; and

   -- Moving O'Sullivan Industries' corporate headquarters from
      Lamar, MO to the Atlanta, GA area which will make the
      company more accessible to our valued customers as well as
      expanding our management recruiting opportunities.

"With these and other strategic initiatives in process, O'Sullivan
Industries' executive team is strategically building a new
foundation at the company that we think will provide improved and
sustainable long term results," concluded Mr. Parker. "Through our
new strategic planning process, we have identified numerous areas
requiring improvement at O'Sullivan Industries. We are now in the
process of implementing these strategic initiatives that are
beginning to transform O'Sullivan Industries into a stronger
company for the future."

Additional information about the company, such as news releases,
SEC filings, latest analyst and investor FAQ, etc., is available
on the company's website at http://www.osullivan.com/ For further  
information and questions, e-mail your requests to
investor.relations@osullivan.com or call the company's Investor
Relations Department at (417) 682-8370.

At June 30, 2004, O'Sullivan Industries' balance sheet showed a
$164,552,000 stockholders' deficit, compared to a $138,360,000
deficit at June 30, 2003.


OAKWOOD HOMES: Fitch Junks 47 Classes & Puts Low-B Ratings on 10
----------------------------------------------------------------
Fitch Ratings affirms 31 classes (representing approximately
$545.7 million in outstanding principal) and downgrades 45 classes
(representing approximately $1.35 billion in outstanding
principal) of Oakwood Homes manufactured housing transactions.  
The rating actions reflect the deteriorating performance of the
manufactured housing pools and its potential impact on certain
class of certificates.

Oakwood Homes is a vertically integrated company that builds,
sells, and finances manufactured homes.  Since Oakwood Homes filed
for chapter 11 bankruptcy protection in November 2002, Fitch has
taken numerous rating actions on the company's manufactured
housing bonds citing poor performance.  During this time the
company has made changes to servicing practices, which have caused
volatility in performance.  Default rates and loss severities have
been negatively affected since Oakwood ceased its loan assumption
program and began relying solely upon wholesale channels for
liquidation of repossessed homes.

Subsequent to the sale of all of Oakwood's operations and noncash
assets to Clayton Homes, Inc. (Clayton, a subsidiary of Berkshire
Hathaway Inc., rated 'AAA' by Fitch) in April of 2004, Clayton
resumed its loan extension and loan assumption programs.  Despite
the acquisition, portfolio losses have continued to erode credit
enhancement levels within the transactions, most immediately
threatening certain subordinate certificate classes.  As a direct
result of the acquisition, substantial changes were made to the
servicer's advancing policies with regard to delinquent loans.  A
decrease in the period of time (from 5 to 2 months) that Clayton
advanced on the delinquent loans has resulted in an immediate
reduction of cash available to the trust.  Although long-term
performance might improve based on renewal of the loan extension
and loan assumption programs, the following rating actions reflect
the reduction of current credit support levels for the portfolio.

Series 1994-A:

   -- Class A-3 affirmed at 'AA+'.

Series 1995-A:

   -- Class A-4 affirmed at 'AA+';
   -- Class B-1 downgraded to 'B-' from 'BB+'.

Series 1995-B:

   -- Class A-3 affirmed at 'AAA';
   -- Class A-4 affirmed at 'AA+';
   -- Class B-1 downgraded to 'B-' from 'BB'.

Series 1996-A:

   -- Class A-3 affirmed at 'AAA';
   -- Class A-4 affirmed at 'AA+';
   -- Class B-1 downgraded to 'B-' from 'BB';
   -- Class B-2 remains at 'C'.

Series 1996-B:

   -- Class A-5 is affirmed at 'AAA';
   -- Class A-6 is affirmed at 'AA-';
   -- Class B-1 is downgraded to 'CCC' from 'BB-';
   -- Class B-2 remains at 'C'.

Series 1996-C:

   -- Class A-5 affirmed at 'AAA';
   -- Class A-6 affirmed at 'AA-';
   -- Class B-1 downgraded to 'CCC' from 'BB-';
   -- Class B-2 remains at 'C'.

Series 1997-A:

   -- Classes A-4 and A-5 affirmed at 'AAA';
   -- Class A-6 affirmed at 'AA-';
   -- Class B-1 downgraded to 'CCC' from 'B-';
   -- Class B-2 remains at 'C'.

Series 1997-B:

   -- Classes A-4 and A-5 affirmed at 'AAA';
   -- Class M downgraded to 'A' from 'AA';
   -- Class B-1 remains at 'CCC';
   -- Class B-2 remains at 'C'.

Series 1997-C:

   -- Classes A-3, A-4, A-5 and A-6 affirmed at 'AAA';
   -- Class M downgraded to 'A-' from 'A+';
   -- Class B-1 remains at 'CCC';
   -- Class B-2 remains at 'C'.

Series 1997-D:

   -- Classes A-3, A-4 and A-5 affirmed at 'AAA';
   -- Class M downgraded to 'BBB+' from 'A';
   -- Class B-1 downgraded to 'C' from 'CC';
   -- Class B-2 remains at 'C'.

Series 1998-B:

   -- Classes A-3, A-4 and A-5 affirmed at 'AA-';
   -- Class M-1 downgraded to 'B' from 'BB-';
   -- Class M-2 downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C'.

Series 1998-C:

   -- Classes A-1, A-1A downgraded to 'A-' from 'AA-';
   -- Class M-1 downgraded to 'CCC' from 'BB-';
   -- Class M-2 remains at 'C';
   -- Class B-1 remains at 'C';
   -- Class B-2 remains at 'C'.

Series 1999-A:

   -- Class A-2 affirmed at 'AAA';
   -- Class A-3 affirmed at 'AA-';
   -- Class A-4 and A-5 downgraded to 'BBB-' from 'A-';
   -- Class M-1 downgraded to 'BB-' from 'BBB-';
   -- Class M-2 downgraded to 'C' from 'CCC';
   -- Class B-1 downgraded to 'C' from 'CC'.

Series 1999-B:

   -- Class A-2 is affirmed at 'AAA';
   -- Class A-3 is affirmed at 'AA-';
   -- Class A-4 is downgraded to 'BB+' from 'BBB+';
   -- Class M-1 is downgraded to 'CCC' from 'B';
   -- Class M-2 is downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C';
   -- Class B-2 remains at 'C'

Series 1999-C:

   -- Class A-2 downgraded to 'BB+' from 'BBB+';
   -- Class M-1 downgraded to 'CCC' from 'B';
   -- Class M-2 downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C';
   -- Class B-2 remains at 'C'.

Series 1999-E:

   -- Class A-1 downgraded to 'BB' from 'BBB';
   -- Class M-1 downgraded to 'CCC' from 'B';
   -- Class M-2 downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C';
   -- Class B-2 remains at 'C'.

Series 2000-A:

   -- Class A-2 affirmed at 'AA-';
   -- Class A-3 downgraded to 'BBB' from 'A-';
   -- Class A-4 downgraded to 'BB' from 'BBB';
   -- Class A-5 downgraded to 'B' from 'BBB';
   -- Class M-1 downgraded to 'CCC' from 'B';
   -- Class M-2 downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C';
   -- Class B-2 remains at 'C'.

Series 2000-B:

   -- Class A-1 downgraded to 'CCC' from 'BB-';
   -- Class M-1 downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C';
   -- Class B-2 remains at 'C'.

Series 2000-D:

   -- Class A-2 affirmed at 'AAA';
   -- Class A-3 downgraded to 'A' from 'AA+';
   -- Class A-4 downgraded to 'B' from 'BBB';
   -- Class M-1 downgraded to 'C' from 'B-';
   -- Class M-2 downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C'.

Series 2001-B:

   -- Class A-2 downgraded to 'AA' from 'AAA';
   -- Class A-3 and A-4 downgraded to 'A-' from 'AA-';
   -- Class M-1 downgraded to 'CC' from 'BB-';
   -- Class M-2 downgraded to 'C' from 'CC';
   -- Class B-1 remains at 'C'.


OMEGA HEALTHCARE: Fitch Raises $300M Notes' Rating to BB- from B
----------------------------------------------------------------
Fitch Ratings has upgraded its ratings on approximately
$300 million of senior unsecured notes issued by Omega Healthcare
Investors, Inc.'s to 'BB-' from 'B'.  Additionally, Fitch has
upgraded its preferred stock rating to 'B' from 'CCC+' on Omega's
two series of outstanding preferred securities.  This includes the
$118.5 million of 8.375% series D cumulative redeemable preferred
securities issued in the first quarter of 2004.  In all,
approximately $168 million of preferred securities are affected by
this upgrade.  Fitch has revised the Rating Outlook on Omega to
Stable from Rating Watch Positive.

Fitch's upgrade reflects Omega's improving financial profile and
operating performance in recent quarters.  Omega increased EBITDA
coverage of total interest expense to 3.3 times (x) for the period
ending June 30, 2004 from 2.5x for the same period of 2003.  The
company has averaged mid 3.0x coverage since the third quarter of
2003.  Similarly, Omega's fixed charge coverage during that same
period improved to 2.0x from 1.5x.  Omega's total debt leverage is
38.8% (as a percentage of total undepreciated book capital) as of
June 30, 2004 and 58.1% when adding total preferred securities to
the equation.  During the first half of 2004, Omega significantly
improved its funding and liquidity profile by redeeming high
coupon preferreds, refinancing its variable-rate debt through the
issuance of $200 million of 7% 10-year senior unsecured notes, as
well as closing a new $175 million secured revolving credit
facility.  Omega has a manageable debt maturity schedule with no
significant debt maturities until August 2007 when the company's
$100 million 6.95% senior notes come due.  Fitch expects continued
maintenance of these ratios and anticipates improvement of the
company's financial performance as the operators and assets
strengthen within the portfolio.

Omega's occupancy has remained stable in the low 80% range
acceptable for the rating category.  Additionally, operator
coverage levels have improved albeit not to levels Fitch believes
are robust.  Omega reported earnings before interest, taxes,
depreciation, amortization, rent and management fees (EBITDARM)
coverage of rent for the period ended March 31, 2004 of 1.57x up
from 1.51x reported for the period of March 31, 2003.  After
payment of management fees to the operator, EBITDAR coverage was
1.12x up from 1.07x for the same period.  Although the company
experienced improvement, this lags behind many of its peers'
reported operator coverage levels.

Fitch remains focused on Omega's tenant concentration with
approximately 39% of the company's revenue derived from two
operators (Sun Healthcare Group, Inc. -- 25% and Advocat, Inc.
-- 14%) as of six months ended June 30, 2004.  These two operators
also accounted for 31% of the company's investments at June 30,
2004.

Additionally, Fitch is concerned with Omega's focus and
concentration in the skilled nursing facility -- SNF -- sector
that has exhibited volatility in the past due to its dependence on
federal -- Medicare -- and state -- Medicaid -- reimbursement.
Many health care service providers, the tenants of real estate
investment trusts -- REITs, have experienced financial stress when
reimbursement rates were adjusted downward or reimbursement
formulas changed.  With that said, Fitch believes that Medicare
will exhibit some stability for the balance of 2004 as we head
into the presidential elections.

Finally, after resolving operator credit and vacancy issues, the
company has returned to the new acquisitions front with two new
acquisitions closed in the second quarter of 2004.  Fitch will
continue to monitor the company's acquisitions and their effect on
both tenant concentration, as well as the operating performance of
the portfolio as a whole.

Omega Healthcare Investors, Inc., is an approximate $872 million
(as measured by undepreciated book capital) equity REIT that owned
or held mortgages on 205 skilled nursing and assisted living
facilities, with approximately 21,900 beds located in 29 states
and operated by 39 third-party health care operating companies.  
The assets are geographically diverse with concentrations in:

   * Florida (12.7% of total portfolio beds),
   * Texas (10.0%),
   * California (7.1%),
   * Illinois (6.9%), and
   * Ohio (6.6%).


ORBITAL SCIENCES: Wins $6 Mil. NASA Lunar Exploration Study Pact
----------------------------------------------------------------
Orbital Sciences Corporation (NYSE:ORB) was awarded a one-year
contract, worth up to $6 million, by the National Aeronautics and
Space Administration to perform a Concept Exploration and
Refinement (CE&R) study for human lunar exploration systems and
the development of the crew exploration vehicle.

Orbital was one of several companies awarded similar contracts
that are divided into six-month increments, beginning with a firm
portion of approximately $3 million over the first six months and
a $3 million optional portion over the second six-month period.
Under these contracts from the Exploration Systems Mission
Directorate, NASA is seeking outside expertise to work in
partnership with the space agency. The company said that work on
the contract would begin immediately.

"We are delighted to be able to continue our long-standing support
of NASA's efforts to develop new human space exploration systems,"
said Dr. Doug Stanley, Program Manager for Orbital's Advanced
Programs Group. "Ever since the Space Transportation Architecture
Studies were commissioned in 1998 and throughout the Space Launch
Initiative and the Orbital Space Plane Programs, Orbital has
worked in partnership with NASA to develop space system concepts
that are innovative, affordable and achievable. We are convinced
that our team will continue to add significant value to the
development of new space exploration concepts with our unique
ability to offer creative solutions grounded in disciplined
engineering approaches."

NASA's Vision for Space Exploration is focused on developing a
sustained and affordable human and robotic space exploration
program designed to explore the solar system and beyond.

                        About Orbital

Orbital develops and manufactures small space and rocket systems
for commercial, military and civil government customers. The
company's primary products are satellites and launch vehicles,
including low-orbit, geosynchronous and planetary spacecraft for
communications, remote sensing, scientific and defense missions;
ground- and air-launched rockets that deliver satellites into
orbit; and missile defense systems that are used as interceptor
and target vehicles. Orbital also offers space-related technical
services to government agencies and develops and builds satellite-
based transportation management systems for public transit
agencies and private vehicle fleet operators.

                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2004,
Standard & Poor's Ratings Services raised its ratings, including  
the corporate credit rating to 'BB-' from 'B+', on Orbital  
Sciences Corp. The outlook is stable. The company has $135 million  
in rated debt.

"The upgrade reflects Orbital's improved credit profile, supported  
by adequate liquidity, better operating performance, and a sizable  
backlog," said Standard & Poor's credit analyst Christopher  
DeNicolo.

The ratings on Dulles, Virginia-based Orbital reflect the  
company's modest size and the risky nature of the launch business,  
offset somewhat by leading positions in market niches and  
increased military spending, especially related to national  
missile defense.


OWENS CORNING: Files Complaint Against Miller, et al., in Ohio
--------------------------------------------------------------
Owens Corning, Owens Corning Remodeling System, LLC, and Owens-
Corning Fiberglas Technology, Inc., filed a complaint against
William Scott Miller, Champion Window Manufacturing and Supply
Co., Enclosure Suppliers, Inc., and Basement Living Systems by
Champion, LLC, in the Court of Common Pleas, in Licking County,
Ohio.  Owens Corning seeks injunctive, monetary and other relief
against the Defendants for:

    (a) Mr. Miller's misappropriation of Owens Corning's trade
        secrets, breach of his duty under the Section 1333.81 of
        the Ohio Revenue Code to maintain confidential information
        and breach of contract;

    (b) Champion, Enclosure and Basement's misappropriation of
        Owens Corning's trade secrets and unfair competition; and

    (c) Basement's trademark infringement, violations of the Ohio
        Deceptive Trade Practices Act, and unfair competition
        trade disparagement.

In the late 1990s, Owens Corning chartered a product development
team of three employees to find products for use in the home
remodeling industry that could be manufactured on a fiberglass
manufacturing line at the Owens Corning plant in Newark, Ohio.
One of the employees was William Scott Miller.  During the course
of his employment by Owens Corning, Mr. Miller was given access to
and acquired knowledge of the trade secrets developed and used by
Owens Corning.  To protect the secrecy of the information learned
by Mr. Miller, Owens Corning required him to execute an Employment
Contract.

Pursuant to the Employment Contract, Mr. Miller agreed that all
the information and knowledge with respect to the processes,
methods, trade secrets, investigations, patentable ideas,
experiments, and investigations of Owens Corning "shall be
confidential information and shall be disclosed . . . only to
officers, agents and employees of . . . [Owens Corning], in the
protection and advancement of its interests. . . ."

Mr. Miller resigned from Owens Corning in 2000.

                The Basement Wall Finishing System(TM)

Christopher R. Meyer, Esq., at Reese, Pyle, Drake & Meyer, P.L.L.,
in Newark, Ohio, reports that the product development, which
spanned for nine years, ultimately culminated in Owens Corning's
Basement Wall Finishing System(TM).  Owens Corning invested
substantial financial and human resources to develop its Basement
Wall Finishing System(TM).  Owens Corning's product development
efforts resulted in several proprietary discoveries, new process
applications, technical enhancements and marketing plans
previously unknown or unused in the home remodeling industry.

The Basement Wall Finishing System(TM) gave Owens Corning
competitive advantages in the home remodeling industry over its
competitors, including Champion, Enclosure and Basement.

Mr. Meyers emphasizes that the discoveries, applications,
enhancements and marketing plans developed by the Owens Corning
constitute trade secrets of Owens Corning and Owens-Corning
Remodeling, including:

    (1) The specific materials used to construct the Basement Wall
        Finishing System(TM);

    (2) The specific means by which the materials are combined;

    (3) The specific manner in which the materials are combined;

    (4) The specific process used to install the Basement Wall
        Finishing System(TM); and

    (5) The unique marketing plans developed by Owens Corning to
        market and sell its new and innovative product.

                  The Franchised Installer Program

The Basement Wall Finishing System can be installed cleanly and
conveniently over cast-in-place concrete or concrete masonry, on
walls, wood or metal framing.  The system is installed by
independent franchised installation companies as well as through
certain company-owned stores.

Owens Corning established a Basement Wall Finishing System(TM)
Franchised Installer Program in which all independent franchised
installation companies participate.  Through the Program, the
franchised installation companies receive extensive training from
Owens Corning and Owens Corning Remodeling.  The franchised
installation companies also receive confidential operations and
procedures manuals, which include standard and specifications for
procedures, management and operation of the franchised business.

Owens Corning impose strict confidentiality obligations on their
franchised installation companies and their employees respecting
the materials and training they receive and the information they
learn.  All franchisees are obligated to sign a Franchise
Installer Agreement that obligates them to maintain the
confidentiality of Owens Corning's trade secrets and confidential
information.

                    Defendants' Misappropriation

In 2002 and 2003, Owens Corning alleged that its competitors
persuaded two of its employees in the franchised installation
companies in Ohio to assist its competitors in developing a
competitive product to Owens Corning's Basement Wall Finishing
System(TM).  The individuals went to work for the competitors. Mr.
Miller, on the other hand, improperly disclosed to the competitors
confidential and trade secret information he learned while working
for Owens Corning.

With Mr. Miller and the other employees' knowledge of Owens
Corning's trade secrets and confidential information, Owens
Corning learned that the competitors, in fact, developed a
competing basement finishing system and would be introducing it at
a home show in Cincinnati on June 14, 2003.

                  Basement's Trademark Infringement

In 1991, Owens Corning Fiberglas, as licensor, entered into a
License Agreement with Owens Corning, as licensee, where Owens
Corning obtained the exclusive right to use Owens Corning
Fiberglass' know-how, service marks, trade names and trademarks.
The License Agreement also granted Owens Corning full authority to
bring any appropriate action to prevent or terminate any
infringement, misappropriation or other unauthorized use of Owens
Corning Fiberglas' intellectual property.

On October 2, 2002, the United States Patent and Trademark Office
granted federal trademark registration to Owens Corning Fiberglas
for the trademark "More Room for Living."  Owens Corning was
licensed by Owens Fiberglas to use the slogan in their advertising
campaign for the Basement Wall Finishing System as well as the
registration symbol (TM) on their goods.

In May 2004, despite Owens Corning Fiberglas' well-known and prior
common law and statutory rights in the trademark "More Room for
Living," Basement was distributing advertising material for its
Basement Living Systems by Champion.  The advertising material was
substantially and remarkably similar to the advertising material
distributed by Owens Corning.

Specifically, Mr. Meyer notes, Basement's marketing campaign
involved the distribution of door hangers and advertising
pamphlets that are substantially identical to the door hangers
distributed by the Owens Corning and the franchised installation
companies.  The door hangers Basement distributed featured the
slogan "More Living Room for Life," which is substantially similar
to Owens Corning Fiberglas' trademarked slogan.  Basement's door
hanger featured wording, designs, images and pictures that were
strikingly similar to Owens Corning's door hanger.  Furthermore,
the bullet list featured in Basement's door hanger was word-for-
word identical to the bullet list featured in Owens Corning door
hanger.

Owens Corning learned that Basement had published and distributed
a document setting forth alleged differences between Basement's
basement finishing system and Owens Corning's Basement Wall
Finishing System.  The document contains a number of false and
disparaging statements about Owens Corning, its franchises and its
Basement Wall Finishing System(TM).

Accordingly, Owens Corning asks the Court of Common Pleas to:

    (a) preliminarily and permanently enjoin the Defendants both
        from using and from disclosing the misappropriated trade
        secrets of Owens Corning;

    (b) preliminarily and permanently enjoin Champion, Enclosure
        and Basement from manufacturing, marketing, and selling
        any wall finishing system in competition with Owens
        Corning and Owens-Corning Remodeling;

    (c) direct the Defendants to surrender to Owens Corning and
        Owens-Corning Remodeling any and all misappropriated
        written or electronically stored records or other things
        reflecting or relating to Owens Corning and Owens-Corning
        Remodeling trade secrets and confidential information;

    (d) award Owens Corning and Owens-Corning Remodeling actual
        and compensatory damages caused by:

           -- the Defendants' misappropriation and use of Owens
              Corning's and Owens-Corning Remodeling's trade
              secret and confidential information; and

           -- Champion, Enclosure and Basement's unfair
              competition, including prejudgment interest;

    (e) bar Mr. Miller from accepting employment with any employer
        to develop a competing product to the Basement Wall
        Finishing System(TM);

    (f) preliminarily and permanently enjoin Basement from using
        the trademark "More Room for Living" or any confusingly
        similar designation alone or in combination with other
        words, to market, advertise or identify its Basement
        Living Systems by Champion;

    (g) preliminarily and permanently enjoin Basement from
        unfairly competing with Owens Corning and Owens-Corning
        Remodeling in any manner;

    (h) order Basement to deliver and destroy all devices,
        literature, advertising and other material:

           -- bearing the infringing designation; and

           -- that disparages Owens Corning, Owens-Corning
              Remodeling, any franchised installation company and
              the Basement Wall Finishing System;

    (i) award Owens Corning actual and compensatory damages caused
        by Basement's trademark infringement, Basement's unfair
        competition and Basement's trade disparagement, including
        prejudgment interest; and

    (j) award Owens Corning punitive damages as the evidence
        supports, and reasonable attorneys' fees and costs.

             Defendants Remove Action to District Court

Champion Window, Basement Living Systems and Enclosure Suppliers
removed the action to the United States District Court for the
Southern District of Ohio, Eastern Division.

Marshall A. Bennett, Jr., at Marshall & Melhorn, LLC, in Toledo,
Ohio, points out that the action may be removed to the Ohio
District Court because Owens Corning alleges acts of trademark
infringement in violation of Sections 1051-1127 of 15 U.S.C., The
Lanham Act.

Mr. Miller joins the other Defendants' Notice of Removal.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit. (Owens Corning
Bankruptcy News, Issue No. 83 Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


PARMALAT USA: Wants to Amend Receivables Purchase Agreement
-----------------------------------------------------------
On September 2, 2004, Citibank N.A., London Branch, served on
Farmland Dairies, LLC, and Milk Products of Alabama, LLC, Parmalat
USA Corporation debtor-affiliates, a letter agreement which
purports to amend certain terms and definitions in:

      (i) the Parmalat Receivables Purchase Agreement dated
          November 2, 2000, as amended, among Farmland, Milk
          Products, Eureka Securitisation plc, and Citibank, as
          agent; and

     (ii) the amendment to the Receivables Purchase Agreement
          dated February 23, 2004, among the parties, Mother's
          Cake & Cookie Co. and Archway Cookies, LLC.

                       Concentration Limit

Pursuant to the Letter Agreement, "Concentration Limit" will mean
at any time, in relation to each Obligor, or the Obligor and, at
Farmland's and Milk Products' best knowledge, any of the Obligor's
affiliates, $2,500,000.  However, the Concentration Limit for:

   -- each of Derle Farms, Inc., A&P and Dean Foods/Tuscan will
      be $5,000,000;

   -- for Consolidated Dairies, Inc., will be:

      (A) $3,760,000 until the earlier of October 15, 2004, and
          the date on which the DIP Loan Facility has been
          extended to December 31, 2004, or a later date; and

      (B) $2,500,000 thereafter.

Citibank may cancel or reduce any higher concentration limit for
Derle Farms, A&P, Dean Foods, Tuscan or Consolidated Dairies in
the event of a material adverse change in the payment history or
financial condition or creditworthiness of the Obligor or Obligors
upon notice by the Agent to Farmland and Milk Products.

                         Discount Reserve

"Discount Reserve" for any Receivable Interest:

   -- at any time before the Termination Date, means :

         (i) with respect to any time before the effective date
             of the Letter Agreement, an amount equal to 2% of
             the Capital associated with the Receivable Interest
             at that time; and

        (ii) with respect to any time on or after the September
             2004 Amendment Effective Date, an amount equal to
             that amount -- but not less than zero -- which is:

             (A) the then effective Applicable Discount Reserve
                 Percentage of the Capital associated with the
                 Receivable Interest at that time less;

             (B) an amount equal to:

                 (1) the then available undrawn amount under the
                     $2,248,386 Letter of Credit issued by
                     JPMorgan Chase Bank on July 8, 2004, in
                     favor of the Agent for the account of
                     Archway Cookies and Mother's Cake & Cookie;
                     times

                 (2) a fraction the numerator of which is the
                     Capital associated with the Receivable
                     Interest at that time and the denominator of
                     which is the aggregate Capital associated
                     with all Receivable Interests at that time;

      and

   -- at any time from and after the Termination Date, means the
      Discount Reserve on the day immediately before the
      Termination Date.

The Bakery Letter of Credit Amount will be $0 at all times on or
after the earlier of the cancellation or expiration of the Bakery
Letter of Credit and the full drawing of the Bakery Letter of
Credit.

"Applicable Discount Reserve Percentage" means:

      8%   for each day during the period commencing on the
           September 2004 Amendment Effective Date and ending
           on September 29, 2004;

      9%   for each day during the period commencing on
           September 30, 2004, and ending on October 30, 2004;

     10%   for each day during the period commencing on
           October 31, 2004, and ending on November 29, 2004; and

     12%   for each day after November 29, 2004.

                         Termination Date

The Receivables Purchase Agreement will terminate on the earlier
of:

   (a) January 14, 2005; and

   (b) the termination date of the Debtors' DIP Loan Facility
       with GE Capital Corporation and a consortium of lenders,
       whether on scheduled maturity, by acceleration or
       otherwise.

                 Assignment of Security Agreement

The Letter Agreement contemplates that Farmland will assign to
Citibank, for the benefit of Citibank and the Purchaser, all of
Farmland's right, title, interest, benefits, rights and remedies
under its Security Agreement dated April 25, 2002, with
Consolidated Dairies and Stone Valley Dairies, Inc.  The Security
Agreement will act as collateral security for Farmland's
obligations and liabilities with respect to the Receivables
Purchase Agreement and as collateral security for the payment of
the Purchaser's interest in any and all Receivables owing by each
of Consolidated Dairies and Stone Valley Dairies.

         Consolidated Dairies Special Concentration Limit

Consolidated Dairies' Concentration Limit will become a special
Concentration Limit if certain conditions are satisfied.  The
"Consolidated Dairies Special Concentration Limit" will mean, at
any time:

   -- $5,000,000 after the latest of:

         (i) the effectiveness of the assignment and grant of
             security interest by Farmland to Citibank of
             Farmland's security interest in certain assets of
             Consolidated Dairies and Stone Valley Dairies, Inc.

        (ii) the receipt by Citibank of satisfactory evidence
             that the security interest in favor of Farmland has
             been duly perfected under applicable law and that
             the security interest has the priority represented
             or agreed to in the security agreement creating the
             security interest and the related dairy products
             supply agreement; and

       (iii) GE Capital having subordinated in a manner
             satisfactory to Citibank any liens therein GE
             Capital may have pursuant to the Final DIP Order; or

   -- $2,500,000 plus the then undrawn amount of a letter of
      credit in favor of Farmland issued by a bank reasonably
      acceptable to Citibank for the account of Consolidated
      Dairies, provided that in no event will the amount exceed
      $5,000,000, but only so long as:

         (i) the Bankruptcy Court has approved and authorized
             Farmland to assign, transfer and grant a security
             interest to Citibank in all of Farmland's right,
             title and interest in and to the Consolidated
             Dairies Letter of Credit;

        (ii) Farmland has delivered the original Consolidated
             Dairies Letter of Credit to Citibank and has taken
             all necessary action to permit Citibank to draw
             under the Consolidated Dairies Letter of Credit or,
             if requested by Citibank, to transfer the
             Consolidated Dairies Letter of Credit to Citibank;

       (iii) Citibank will have a first priority perfected
             security interest in the Consolidated Dairies Letter
             of Credit; and

        (iv) GE Capital will have subordinated in a manner
             satisfactory to Citibank any liens GE Capital may
             have pursuant to the Final DIP Order.

                        Debtors' Releases

The Letter Agreement provides that Farmland and Milk Products will
release Citibank and the Purchaser, and their predecessors-in-
interest, from and against all claims, demands, and causes of
action with respect to the Receivables Purchase Agreement, other
than Citibank's and the Purchaser's express obligations under the
Purchase Agreement.

Citibank requires the Debtors to confirm that the transfers of
interests in the Farmland and Milk Products Receivables under the
Receivables Purchase Agreement are true sales and not loans.  The
Debtors shall not challenge the "true sale" treatment.

Citibank confirms that, as of August 27, 2004, the aggregate
Capital with respect to the aggregate Receivable Interests sold by
Farmland and Milk Products is $40,239,000.

           Payment of Fees & Reimbursement of Expenses

Citibank requires the Debtors to pay, in addition to a $100,000
upfront fee and any fees payable under the Receivables Purchase
Agreement:

     $200,000   on the earlier of October 15, 2004, and the date
                on which the DIP Loan Facility has been extended
                to December 31, 2004, or a later date;

     $200,000   on December 1, 2004; and

     $50,000    as additional fee for each month after
                January 14, 2005, that the Receivables Purchase
                Agreement is in effect.

All fees are nonrefundable and fully earned when due.  A fee,
however, will not be due and payable if the Receivables Purchase
Agreement is terminated before the due date of that fee.

The Debtors' failure to pay any of the fees within one Business
Day of the due date will constitute a Trigger Event.

The Debtors will also reimburse Citibank promptly upon demand for
all reasonable expenses Citibank incurred in connection with the
Letter Agreement and other related transactions.

                          Trigger Event

Citibank retains the right to terminate the Receivables Purchase
Agreement in case:

   (a) new progress benchmarks for either Debtor's reorganization
       are added to the Final DIP Order as Termination Events for
       the DIP Lenders; or

   (b) progress benchmarks for either Debtor's reorganization
       existing in the Final DIP Order that are Termination
       Events for the DIP Lenders are amended,

and Citibank will not have the benefit of the new or amended
progress benchmarks.

                  Extension of Exclusive Periods

So long as both the Receivables Purchase Agreement is in effect
and has not been terminated, and no Citibank Absolute Termination
Date as defined in the Final DIP Order has occurred, Citibank, on
behalf of itself and the Purchaser, agrees to consent to requests
by the Debtors to extend their exclusive periods to file and
solicit acceptances of plans of reorganization in their Chapter
11 cases.

                         Avoidance Claim

Nothing in the Letter Agreement will be deemed or construed to
waive or release the Debtors' estates' alleged avoidance power
claim arising out of an alleged $2,000,000 payment made to
Citibank in December 2003 in connection with an Uncommitted Line
of Credit Facility Agreements between Citibank and Parmalat USA
Corporation.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARKRIDGE PHASE: Section 341(a) Meeting Slated for October 13
-------------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
Parkridge Phase Three Associates Limited Partnership's creditors
on October 13, 2004, at 2:00 p.m. at the Office of the U.S.
Trustee located at 115 South Union Street, Suite 208 in
Alexandria, Virginia.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Reston, Virginia, Parkridge Phase Three
Associates Limited Partnership filed for chapter 11 protection on
September 3, 2004 (Bankr. E.D. Va. Case No. 04-13707).  Jeffrey S.
Romanick, Esq., at Gross & Romanick, PC, represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it estimated more than $1 million in assets
and more than $10 million in debts.


PETERSON HARDWARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Peterson Hardware Inc.
        dba Peterson Enterprises
        577 North Batavia Street
        Orange, California 92868-1218

Bankruptcy Case No.: 04-15689

Chapter 11 Petition Date: September 10, 2004

Court: Central District of California (Sta. Ana)

Judge: R. Alberts

Debtor's Counsel: Herbert N. Niermann, Esq.
                  38 Corporate Park
                  Irvine, California 92606
                  Tel: 949-261-5723

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Alpha Business Loans Inc.     Inventory, Receivables    $750,000
17800 Castleton Street        Intangibles
Suite 690                     Value of Security:
Rowland Heights, CA 91748     $708,762

Genesis Metals                Materials Supplier        $304,952
1495 Columbia Avenue
Building 10
Riverside, California 92507

General Electric              Value of Security:        $280,000
Capital Corporation           $114,000
44 Old Ridgebury Road
Danbury, Connecticut 06810

Benner Metals Corporation     Materials Supplier         $48,531

Bright Shark Powder Coating   Powder Coating             $38,622

Snailum Alloys & Stainless    Materials Supplier         $32,160

F.P. Smith Wire Company       Materials Supplier         $31,236

Two Nash's Trucking           Freight                    $28,525

Triple-S Steel Supply Co.     Materials Supplier         $26,578

Breck's Transport             Freight                    $20,313

Abbey-Scherer Company                                    $16,587

Fed-Ex Freight West           Freight                    $16,536

Lehner/Martin, Inc.           Materials Supplier         $16,332

Dunkel Brothers               Freight                    $10,015

2K Fabrication                                            $7,710

Curtis Steel Corporation      Materials Supplier          $7,604

Los Angeles Galvanizing Co.   Materials Supplier          $7,582

Northwest Specialty Hardware  Materials Supplier          $4,794

KNE Corporation               Materials Supplier          $4,443

Portland Hardware Company     Hardware Supplier           $4,413


PMA CAPITAL: Moody's Confirms B3 Senior Unsecured Debt Rating
-------------------------------------------------------------
Moody's Investors Service confirmed the long-term debt ratings of
PMA Capital Corporation (senior unsecured debt at B3).  The
outlook for the ratings on PMA Capital's debt securities is
developing.  In the same rating action, Moody's affirmed the
insurance financial strength rating of PMA Capital Insurance
Company -- PMA Re -- at B1 and the insurance financial strength
ratings of The PMA Insurance Group companies -- PMAIG -- at Ba1,
with the outlooks changed to developing from negative.

Moody's stated that the rating action concludes a rating review
with direction uncertain that was initiated on the long-term debt
ratings of PMA Capital in February 2004 following a multi-notch
downgrade of PMA Capital and its operating subsidiaries in
connection with the reduced capitalization of PMA Re, which is
currently in run-off, and liquidity constraints at the holding
company, which had been precluded from receiving dividends from
PMA Re through a letter agreement with the Pennsylvania Department
of Insurance -- PDI.  On June 25, 2004, the PDI granted PMA
Capital's request to modify its holding company structure so that
its wholly owned indirect PMAIG subsidiaries would become its
direct subsidiaries.  In its order, the PDI prohibits the payment
of dividends by PMA Re in 2004 and 2005.  In 2006, PMA Re may make
dividends to the holding company provided that immediately after
such dividend, PMA Re's NAIC risk-based capital ratio exceeds
225%.  In 2007 and beyond, PMA Re may make dividends to the
holding company provided that they are not considered
extraordinary dividends (e.g. above statutory dividend
limitations).

Importantly, the change in organizational structure restores
adequate unrestricted dividend capacity from the PMAIG companies
to the holding company, which may dividend up to $23.2 million to
PMA Capital during 2004 without prior regulatory approval.  
Moody's estimates that PMA Capital now has unrestricted dividend
capacity coverage of interest and fixed charges (interest payments
and holding company expenses) of approximately 2.1 and 1.2 times,
respectively.

From a capital perspective, Moody's notes that the PMAIG companies
have reported relatively strong NAIC risk-based capital measures.  
However, Moody's remains concerned about the erosion in written
premiums at the ongoing primary insurance operations at PMAIG.  
Renewal rates at PMAIG, which primarily writes workers'
compensation and integrated disability coverages, have been
approximately 60% (compared to historic norms of about 80%), with
2Q2004 NPW falling approximately 31% compared to 2Q2003, as some
credit-sensitive business has migrated toward more highly rated
carriers.  Since approximately 85% of PMAIG's business is produced
by independent agents and brokers, which typically have minimum
financial security thresholds to place business, Moody's views
PMAIG's ability to retain and produce adequately-priced business
to be a key rating consideration going forward.

With respect to PMA Re, Moody's stated that the company's surplus
position has improved since it was placed into run-off, and
currently has $236 million in surplus.  PMA Capital has purchased
an adverse development reinsurance cover for its run-off
operations, which includes business written by PMA Re and Caliber
One, PMA Capital's excess and surplus lines business that was
placed into run-off in 2002.  The reinsurance cover provides for
PMA Re to transfer $100 million of assets in exchange for coverage
for adverse loss reserve development of up to $120 million.  If
needed, another $85 million of coverage is available for
$35 million in additional premiums. Importantly, this agreement
protects the level of statutory surplus at PMA Re, which could
potentially be used in 2006 and beyond to service principal and
interest payments on holding company debt.

Moody's notes that holders of PMA Capital's $86 million in
convertible senior notes have the option to put the notes back to
the company in September 2006.  The company may pay for the notes
in cash, stock or a combination thereof.  To the extent the run-
off of PMA Re's liabilities is manageable and does not exhaust the
adverse development cover described previously, there should be
sufficient policyholder surplus (and, importantly, unassigned
surplus) at PMA Re to upstream dividends to the holding company to
pay down the notes provided that regulatory approval for dividends
in excess of statutory limitations can be obtained.

The rating agency stated that the developing outlook on PMA
Capital and its subsidiaries reflects the potential for the
ratings to move either up or down over the next 12 to 18 months.  
Specifically, the debt rating could be raised provided there was
greater certainty regarding the sources of cash available to
repurchase its convertible senior notes in 2006.  Likewise, the
continued orderly run-off of PMA Re's liabilities and a
stabilization of the PMAIG operations could exert positive rating
pressure on their respective insurance financial strength ratings.  
Conversely, significant adverse loss reserve development at PMA Re
that exhausts the adverse development cover could negatively
impact its financial strength rating.  Moody's ratings on PMAIG
carry an expectation that it will continue to remain profitable.  
To the extent PMAIG experiences a sustained period of poor
operating performance, its insurance financial strength ratings
could face negative pressure.

These ratings have been confirmed and assigned a developing
outlook:

   * PMA Capital Corporation

        -- senior unsecured debt at B3,
        -- prospective senior unsecured debt at (P)B3,
        -- prospective subordinated debt at (P)Caa2, and
        -- prospective preferred stock at (P)Caa3;

   * PMA Capital Trust I

        -- prospective preferred securities at (P)Caa2; and

   * PMA Capital Trust II

        -- prospective preferred securities at (P)Caa2.

These ratings have been affirmed, with the outlook changed to
developing from negative:

   * PMA Capital Insurance Company

        -- insurance financial strength at B1;

   * Manufacturers Alliance Insurance Company

        -- insurance financial strength at Ba1;

   * Pennsylvania Manufacturers' Association Insurance Company

        -- insurance financial strength at Ba1; and

   * Pennsylvania Manufacturers Indemnity Company

        -- insurance financial strength at Ba1.

PMA Capital, headquartered in Philadelphia, Pennsylvania, is an
insurance holding company whose operating subsidiaries provide
specialty risk management products and services to its customers
in the United States.  As of June 30, 2004, PMA Capital had
shareholders' equity of $444 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually repay senior
policyholder claims and obligations.  For more information, visit
our website at http://www.moodys.com/insurance


SECURITY INTELLIGENCE: Schneider Resigns as Public Accountants
--------------------------------------------------------------
The Board of Directors accepted the resignation of Schneider &
Associates LLP as the Company's independent public accountants and
selected Demetrius & Company, L.L.C. to serve as its independent
public accountant for the fiscal year ending June 30, 2004.

                        Going Concern Doubt

The Company's financial statements for the fiscal years ended
June 30, 2002, and June 30, 2003, were audited by Schneider &
Associates LLP, whose report on such financial statements was
modified as to the Company's ability to continue as a going
concern.

Security Intelligence Technologies Inc., designs, assembles,
markets and sells security products. Its products and services are
used throughout the world by military, law enforcement and
security personnel in the public and private sectors, as well as
governmental agencies, multinational corporations and non-
governmental organizations.


SINO PACIFIC: Consultant Examines Ophira Property to Initiate Work
------------------------------------------------------------------
Sino Pacific Development Ltd. (TSX:V-SPV.h) reported that its
geological consultant, J.E.L.Lindinger, P.Geo. of Renaissance
Geoscience Services, examined the Ophira Property on September 11
and 12, 2004 to initiate the implementation of the Phase 1 work
program.

The Ophira Property was acquired from GSMY Developments Ltd. on
June 3, 2004.  Under the Option Agreement, the Company must expend
$75,000 in exploration work on or before November 1, 2004.  Mr.
Lindinger has been retained to evaluate, provide exploration
recommendations and direct the development of the Ophira Gold
Property located near Chilliwack B.C.

During his two day visit, Mr. Lindinger determined the location
coordinates for a control grid to be implemented with an emphasis
on areas of past soil anomalies, geophysical anomalies and where
mineralized rock was found.  In addition the control grid will be
used for future control of detailed geological mapping, trenching
and diamond drilling.  He also performed a "forensic" survey and
re-sampling some prior anomalous results obtained in the northeast
part of the property in 1989.

He will be conducting and supervising the 10-day Phase 1 work
program to commence on September 29, 2004.  This program will
include the creation of the control grid; a program of additional
soil, talus fines, seeps and stream sediment sampling; and 2,000
feet of exploratory diamond drilling.

At January 31, 2004, Sino Pacific Development Ltd. posted a
$364,970 stockholders' deficit, compared to a $254,933 deficit at
April 30, 2003.

In its quarterly report ending January 31, 2004, Sino Pacific
Development Ltd. reported:

"At this time, the Company has no operating revenues and does not
anticipate any operating revenues until a financing is obtained.
Historically, the Company has raised funds through equity
financing and the exercise of options and warrants to fund its
operations.

"The Company has incurred losses since inception and as at
January 31, 2004 has a working capital deficiency of $365,229
(April 30, 2003 - $255,294) and a capital deficit of $364,970
(April 30, 2003 - $254,933).  The Company required funds to
implement it business plan, finalize the development of its
products and commence a marketing program.  Management is actively
seeking additional financing and while it has successfully done
this in the past, there is no assurance that it will continue to
be able to do so in the future.  These matters raise doubt about
the Company's ability to continue as a going concern."

Sino Pacific Development Ltd. has been delinquent in filing
subsequent financial reports.


SPECTRUM PHARMACEUTICALS: Gets FDA Approval for First ANDA
----------------------------------------------------------
Spectrum Pharmaceuticals, Inc. (Nasdaq: SPPI) has received
approval from the Office of Generic Drugs of the US Food and Drug
Administration for the Abbreviated New Drug Application (ANDA) for
ciprofloxacin tablets in 250 mg, 500 mg and 750 mg strengths.  
Spectrum's ciprofloxacin is the generic version of Bayer
Corporation's Cipro(R) tablets, a broad-spectrum antibiotic
indicated for the treatment of several types of infection.

"The approval of the ANDA for ciprofloxacin, our first-ever ANDA
filed with the FDA, is a watershed event for the company and
provides an important validation of our strategy and
capabilities," stated Rajesh C. Shrotriya, M.D., Chairman, Chief
Executive Officer and President of Spectrum Pharmaceuticals, Inc.  
"We now have a foundation from which to grow our generic drug
business and to achieve our objective of having 15-20 generic
drugs FDA approved and marketed in the US within the next five
years.  With two ANDAs -- for fluconazole tablets and carboplatin
injection -- currently under active review at the FDA, at least
three additional ANDAs expected to be filed in the next four
months, and an additional 10 or more ANDAs expected to be filed
over the next 2-3 years, we believe we can achieve this goal."

The ANDA for ciprofloxacin was filed with the FDA by NeoJB, LLC, a
joint venture between Spectrum and J.B. Life Science Overseas Ltd,
a subsidiary of J.B. Chemicals & Pharmaceuticals (JBCPL), and was
accepted by the FDA in May 2003.  In January 2004, JBCPL received
FDA approval to manufacture tablet dosage forms of drug products,
including ciprofloxacin, at one of its pharmaceutical
manufacturing facilities in India.  In August 2003, Spectrum
entered into an alliance with Lannett Company for the distribution
and marketing of ciprofloxacin in the United States.

The ciprofloxacin ANDA approval triggers a $750,000 equity
investment from an entity affiliated with JBPCL.  Spectrum
received a $250,000 equity investment from the same investor in
2003 following acceptance by the FDA of the ANDA.

Two ANDAs for fluconazole and carboplatin are under active review
by the FDA.  The ANDA for fluconazole was filed by NeoJB, LLC
based on manufacturing data generated at the now FDA approved
JBCPL manufacturing facility and the same bio-equivalency study
site as that for ciprofloxacin.

                  About Spectrum Pharmaceuticals

Spectrum Pharmaceuticals is an oncology-focused pharmaceutical
company engaged in the business of acquiring, developing and
commercializing proprietary drug products which have a primary
focus on the treatment of cancer and related disorders as well as
generic drug products for various indications.  The Company's lead
drug, satraplatin, is a phase 3 oral, anti-cancer drug being co-
developed with GPC Biotech AG, and has been granted fast-track
status by the United States Food and Drug Administration (FDA).
Elsamitrucin, a phase 2 drug, will initially target non-Hodgkin's
lymphoma. EOquin(TM), a phase 2 drug, is being studied in the
treatment of superficial bladder cancer.  SPI-153 (formerly, D-
63153), a phase 2 drug, is a 4th generation LHRH antagonist with
the potential to treat hormone-dependent cancers as well as benign
proliferative disorders, such as benign prostatic hypertrophy and
endometriosis.  In addition, the Company has two Abbreviated New
Drug Applications for carboplatin and fluconazole, the generic
equivalents of Paraplatin(R) and Diflucan(R), respectively, under
active review at the FDA.  For additional information, including
SEC filings, visit the Company's Web site at http://www.spectrumpharm.com/

                          *     *     *
  
Arthur Andersen LLP, when it reviewed Spectrum Pharmaceuticals'
2003 financial statements noted that the company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.


SYBRON DENTAL: Innova Acquisition Offering Circular is in the Mail
------------------------------------------------------------------
Sybron Dental Specialties, Inc., and Innova LifeSciences
Corporation (TSX:IVO) have mailed to shareholders of Innova the
offer and circular dated September 8, 2004, and related documents,
in connection with the previously announced offer being made
through its indirect wholly-owned subsidiary, Sybron Canada
Limited, to purchase all of the outstanding common shares of
Innova. Included in the package mailed to shareholders was the
Directors' Circular prepared by Innova's board of directors
recommending that Innova shareholders accept the Offer.

Pursuant to the Offer, Sybron is offering to purchase all of the
issued and outstanding common shares of Innova, including common
shares which may become outstanding on the exercise of options,
warrants or other rights to purchase common shares, at a price of
$1.4106 in cash per common share. The purchase price payable under
the Offer represents a 33% premium over the closing price of
Innova's common shares on August 23, 2004, the last trading day
prior to the announcement of the Offer, and a 37% premium over the
volume weighted average price of the common shares on the Toronto
Stock Exchange for the 20-day trading period ending on that date.

The Offer is subject to certain conditions, including there being
validly deposited under the Offer, at the expiry of the Offer, at
least 66% of the issued and outstanding common shares of Innova
(on a fully diluted basis). The VenGrowth Investment Fund Inc.,
The VenGrowth II Investment Fund Inc., The Manufacturers Life
Insurance Company, Michael A. Kehoe, the President and Chief
Executive Officer of Innova, and Keith L. Carter, the Vice-
President and Secretary of Innova, which together hold
approximately 62.1% of the outstanding common shares
(approximately 57.3% on a fully-diluted basis) have entered into
an agreement with Sybron to tender their common shares to the
Offer. The Offer expires at 12:01 a.m. on October 15, 2004.

                     About Innova LifeSciences

Innova -- http://www.innovalife.com/-- specializes in the  
development, manufacture and global marketing of proprietary
medical devices and technologies, and is committed to continued
profitable growth by advancing its technology, enriching its value
proposition for customers and adding innovative complementary
technologies. Endopore, Innova's brand name dental implant system,
is now used by dental professionals in more than 20 countries as a
preferred technology to anchor dental prostheses such as dentures,
partial plates, bridgework and single teeth. A Canadian company,
Innova was founded in 1988 and its technologies are approved by a
wide range of health authorities, including the United States Food
and Drug Administration.

                  About Sybron Dental Specialties

Sybron Dental Specialties -- http://www.sybrondental.com/-- and  
its subsidiaries are leading manufacturers of value-added products
for the dental and orthodontic professions and products for use in
infection control. Sybron Dental Specialties develops,
manufactures, and sells through independent distributors a
comprehensive line of consumable general dental and infection
prevention products to the dental industry worldwide. It also
develops, manufactures, markets and distributes an array of
consumable orthodontic and endodontic products worldwide.

                          *     *     *

As reported in the Troubled Company Reporter's May 21, 2004
edition, Moody's Investors Service upgraded the ratings of Sybron
Dental Specialties, Inc. (SDS), to reflect the merger of Sybron
Dental Management, Inc. into SDS.

Ratings affected are:

   -- $150 million Senior Secured Revolver due, 2007, to Ba2 from
      Ba3

   -- $90 million Senior Secured Term Loan due, 2009, to Ba2 from
      Ba3

   -- $150 million Senior Subordinated Notes, due 2012, to B1 from
      B2

   -- Senior Implied Rating, to Ba2 from Ba3

   -- Senior Unsecured Issuer Rating, to Ba3 from B1

The outlook for the ratings is stable.

Moody's based its action on SDS' successful track record of both
organic growth and growth through acquisition combined with the
expected material improvement in credit measures over the past
several years.

Reportedly, SDS' debt has fallen from $341 million as of fiscal
year end September 30, 2002 to about $278 million as of fiscal
year end 2003. For the six months ended March 31, 2004, SDS's debt
has fallen further to $249 million. Moody's expects debt to reduce
another $30 to $40 million in fiscal 2004 to just above $200
million; a 40% reduction in debt since the end of the 2002. Lower
debt levels combined with stable operating performance has caused
SDS debt metrics to improve, says Moody's.


TARRANT COUNTY: Moody's Junks Senior & Junior Subordinate Notes
---------------------------------------------------------------
Moody's Investors Service has affirmed the following ratings on
Tarrant County Housing Finance Corporation Multifamily Housing
Revenue Bonds (Fair Oaks Apartments Project):

   * Ca on the $6.9 million Senior Series 2000 A and B;

   * C on the $770,000 Subordinate Series 2000 C and 1.1 million
     Junior Subordinate Series 2000 D.

As reflected in the ratings, the extremely poor financial
performance of the property resulted in payment default on the
January 1st, 2004 debt service payment date as well as only a
partial payment of debt service on the July 1st, 2004 payment
date.

On the July 1st, 2004 debt service payment date the Trustee used
funds from the Senior Debt Service Reserve Fund to make an
interest only payment on the Senior Bonds.  The principal payment
on the Series B bonds was not paid, nor was any principal and
interest paid on the Subordinate 2000 Series C and Junior
Subordinate Series 2000 D bonds.  Delinquent property taxes owed
to Tarrant County, City of Euless and Hurst-Euless-Bedford
Independent School District have been paid as of August 2004.  A
portion of the Senior Debt Service Reserve was used by the Trustee
to pay a portion of delinquent taxes on January 12th, 2004.  As of
August 2004, there was approximately $29,000 in the Series A and B
Debt Service Reserve Fund; Series C and D Debt Service Reserve
Funds have been depleted.

The Borrower, Maple Avenue Economic Development Corp. and the
Trustee, at the direction of Bondholders holding a majority of
outstanding Bonds, had entered into workout agreement, which
expired by its terms on August 6, 2004.  The trustee has been in
contact with the borrower as to its plans regarding the project.  
The trustee will give the borrower a reasonable amount of time to
demonstrate a feasible plan with respect to the project before
considering taking further action.

The outlook on the bonds continues to be negative, as the ratings
reflect the extremely poor financial security underlying the
bonds.  Moody's will continue to monitor the project progress and
recovery.


TECHNOL FUEL: LL Bradford Replaces Malone & Bailey as Accountants
-----------------------------------------------------------------
Technol Fuel Conditioners Inc. disclosed that it changed its
certifying accountants from Malone and Bailey, PLLC, to LL
Bradford & Company, 3441 S. Eastern Ave., Las Vegas, NV 89101.

The Company dismissed Malone and Bailey, PLLC as its independent
accountant.  The decision to change accountants was approved by
the Company's Board of Directors.  On May 14, 2004, the Company
engaged LL Bradford & Company as its independent accountants.

                       Going Concern Doubt

The report of Malone and Bailey for the past two years was
modified to express substantial doubt about the Company's ability
to continue as a going concern.

                        About the Company

Technol Fuel Conditioners, Inc. manufactures, markets and
distributes its own line of technologically superior fuel
conditioners, lubricants and detergents needed in today's struggle
for a cleaner environment and better fuel economy.


TELESOURCE INT'L: Hires LJ Soldinger as New Accounting Firm
-----------------------------------------------------------
KPMG LLP resigned as the principal accountants for Telesource
International, Inc., and LJ Soldinger Associates, LLC, was engaged
as principal accountants.  The decision to change accountants was
approved by the Audit Committee of the Board of Directors.

The audit report for the years ended December 31, 2003 and 2002
included an emphasis pertaining to matters that raised substantial
doubt about the Company's ability to continue as a going concern.  

Telesource International, conducting its operations through
Telesource CNMI, Commsource International, and Telesource Fiji,
Limited, is an international engineering and construction company,
constructing single family homes, airports, radio towers and
engaged in the construction and operation of energy conversion
power plants.


UNITED AIRLINES: United Express Introduces Daily Ottawa Service
---------------------------------------------------------------
United Airlines reported that United Express will introduce three
daily nonstop roundtrip flights between Ottawa (YOW), Ontario,
Canada and Chicago (ORD), Illinois.  The flights open for sale
September 10, 2004, with service beginning Oct. 31, 2004.

"This new United Express route links travelers in Ottawa to
United's largest hub at Chicago O'Hare, where they can connect to
the world," said John Tague, executive vice president of
marketing, sales and revenue.  "We are pleased to extend United
Express service to the capital city of Canada, a major business
center for air travel and the fourth largest city in the country."

United is offering introductory fares for travel on the new United
Express route between Ottawa and Chicago for CAD$129 for travel
from Oct. 31, 2004 through Jan. 1, 2005.  United is also offering
special fares for travel between Ottawa and other U.S. cities,
with connections through Chicago.  For example, travel between
Ottawa and Los Angeles, Las Vegas, San Diego, San Francisco and
Portland, Oregon, is offered for CAD$219, and between Ottawa and
Denver for CAD$199.  All introductory fares are each way based on
required roundtrip purchase.  Fares require a 10-day advance
purchase and Saturday night minimum stay.  See fare facts below
and united.ca for additional details.

United Express carrier Air Wisconsin plans to operate the new
three-times-daily service between Ottawa and Chicago with 50-seat
regional jets.  United and United Express currently provide
service from Chicago to six other Canadian cities, including
Vancouver, Calgary, Edmonton, Winnipeg, Toronto and Montreal.  
United Express will operate the new Ottawa route in cooperation
with Star Alliance member Air Canada.  Combined, United and Air
Canada will offer six daily frequencies between Ottawa and
Chicago.

United's schedule for the Ottawa route will offer convenient times
for business travelers and provide connection opportunities to
United's global route network.
    
The initial schedule will be as follows:
    
     Origin         Destination    Departure      Arrival
     ------         -----------    ---------      -------
     Ottawa         Chicago         6:00 a.m.      7:10 a.m.
     Ottawa         Chicago        10:00 a.m.     11:10 a.m.
     Ottawa         Chicago         2:50 p.m.      4:00 p.m.
     Chicago        Ottawa          6:30 a.m.      9:29 a.m.
     Chicago        Ottawa         11:15 a.m.      2:14 p.m.
     Chicago        Ottawa          6:15 p.m.      9:14 p.m.
    
Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


US AIRWAYS: US Trustee Will Meet Creditors to Form Committees
-------------------------------------------------------------
The United States Trustee for Region IV will contact each of
USAir's largest unsecured creditors at the addresses provided by
the Debtors to invite them to an organizational meeting for the
purpose of forming one or more official committees of unsecured
creditors.

Official creditors' committees, constituted under 11 U.S.C.
Sec.1102, ordinarily consist of the seven largest creditors who
are willing to serve on a committee.  Those committees have the
right to employ legal and accounting professionals and financial
advisors, at the Debtors' expense.  They may investigate the
Debtors' business and financial affairs.  Importantly, official
committees serve as fiduciaries to the general population of
creditors they represent.  Those committees will also attempt to
negotiate the terms of a consensual chapter 11 plan -- almost
always subject to the terms of strict confidentiality agreements
with the Debtors and other core parties-in-interest.  If
negotiations break down, the Committee may ask the Bankruptcy
Court to replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
chapter 11 cases to a liquidation proceeding.

Typically, the U.S. Trustee convenes the organizational meeting
within a week to 10 days following the commencement of a chapter
11 case.  Creditors who do not send a representative to the
organizational meeting typically are not appointed.

Contact the U.S. Trustee at (703) 557-7176 to ascertain the time,
date and place of this meeting.

Immediately following the U.S. Trustee's determinations about how
many official committees will be appointed and who will be
appointed to each committee, the newly formed committees convene
their initial meeting.  The first order of business is to listen
to the U.S. Trustee explain the powers and duties of the committee
as a whole and members' individual responsibilities.  The
Committee will generally elect a chairman.  Thereafter, the
Committee typically conducts beauty pageants to select their legal
and financial advisors.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on March
31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts. In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts.  (US Airways Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Flight Attendants Express Disgust Over New Proposal
---------------------------------------------------------------
Flight attendants at US Airways angrily rejected the company's
latest attempt to force its employees to shoulder the full burden
of its recovery.

"We are not only disappointed with the company's latest proposal  
-- we are disgusted," said Perry Hayes, president of the
Association of Flight Attendants-CWA Master Executive Council at
the carrier. "The US Airways AFA MEC only agreed to enter these
discussions if the company agreed to make improvements to the sick
and reserve systems at the airline. The company's latest proposal
shows that it had no intention of honoring that commitment."

On September 10, US Airways put forward a number of onerous
concessions, yet failed in many instances to provide the union
with financial data necessary to evaluate them. Demands included:

     * An initial 15 percent across-the-board pay reduction.

     * An increase in flight and duty hours of well over 13
       percent.

     * Draconian changes to work rules.

     * A profit-sharing program, the implementation of which is
       subject to unpredictable conditions being met in the
       future.

     * The elimination of post-retirement medical coverage, with
       grandfathering through age 65 (when Medicare is available)
       for current retirees. Future retirees would have to settle
       for a cash-out of accrued but unused sick leave at a
       fraction of its value.

     * A voluntary leave with no recall, offered in seniority
       order, for a cash-out payment so low that massive
       involuntary furloughs would be certain.

"The proposal AFA received on Friday is a slap in the face to all
the flight attendants at the airline," Mr. Hayes said. Flight
attendants want US Airways to survive, he noted, but not at the
cost of their own survival.

More than 46,000 flight attendants, including the 5,200 flight
attendants at US Airways, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit us at
http://www.afanet.org/

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on March
31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts. In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts.


US AIRWAYS: RASP Keeps on Proactive Strategy at Pittsburgh Airport
------------------------------------------------------------------
The Regional Air Services Partnership, a public-private
partnership dedicated to maintaining reliable air service at
Pittsburgh International Airport, is continuing its yearlong
efforts in the wake of US Airways filing for Chapter 11
bankruptcy.

"The bankruptcy announcement is very disappointing, but not
unexpected," said Dan Booker, RASP chairman, and chairman of the
Pittsburgh Regional Alliance, an affiliate of the Allegheny
Conference on Community Development, which founded the RASP. "For
almost a year now, the region's major air service users have been
working in partnership with Allegheny County Chief Executive Dan
Onorato and Allegheny County Airport Authority Executive Director
Kent George in a successful effort to encourage existing and new
carriers to step into key routes as US Airways has cut back."

The Partnership developed and has been executing a pro-active plan
with two clear-cut goals:

   -- Maintain non-stop air service to destinations that are
      critical to southwestern Pennsylvania businesses.

   -- Attract new low-cost carriers to Pittsburgh International
      Airport to provide increased competition and lower fares on
      popular routes.

The Partnership has convinced other major carriers to step in with
new service to fill the gaps as US Airways has dropped important
business destinations, such as Denver, Memphis, and Milwaukee. And
just last month, Independence Air began offering daily non-stop
flights to Washington, D.C., becoming the fifth low-cost carrier
to operate at the airport.

Discussions are ongoing with numerous airlines, including carriers
to supply direct flights to Europe and other international
destinations. In addition, the region's major air service users
have begun pooling resources to support the region's efforts to
enhance the marketing of Pittsburgh International Airport and
carriers providing new and expanded service in the market.

"It is no secret that since 9/11, the global airline industry has
struggled immensely, losing a collective $30 billion.
Unfortunately, US Airways is no exception," said F. Michael
Langley, Chief Executive Officer of the Allegheny Conference on
Community Development. "We wish US Airways well in its continued
efforts to regain a viable, long-term competitive operating
structure. We hope the company emerges from this latest challenge
as quickly and as completely as possible. The Conference also
wishes the employees of US Airways the very best in this most
trying of times."

"Yes, the air service challenges that our region faces are
formidable. But we are confident we will succeed," Mr. Langley
added.

             Allegheny Conference on Community Development

The Allegheny Conference on Community Development and its
Affiliates - Pittsburgh Regional Alliance; Greater Pittsburgh
Chamber of Commerce; and Pennsylvania Economy League-Western
Division -- convene private sector leadership to advance 3 Rivers:
One Future, a three year initiative to grow the economy and
improve the quality of life across the ten county Pittsburgh
region.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on March
31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts. In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts.


VISTEON CORP: Fitch Pares Senior Unsecured Debt Rating to BB+
-------------------------------------------------------------
Fitch Ratings has downgraded Visteon Corporation's (NYSE: VC)
senior unsecured debt to 'BB+' from 'BBB-' and has withdrawn the
'F3' short-term rating.  Additionally, Fitch has placed Visteon
Corporation on Rating Watch Negative with the expectation that
this watch will be resolved by further disclosure of company plans
on how management intends to address existing issues such as
capacity, cost structure, and business concentration with Ford.

Fitch's expectation had been that with improvements associated
with last year's commercial agreements with Ford, the sale of the
Chesterfield facility, growth in non-Ford business, and with
ongoing cost cutting that VC would post a substantial improvement
in net income and would generate free-cash.  With the recent
announcement of weakened second half fiscal performance, Visteon
Corporation's ability to remain on track to post substantially
improved 2004 and 2005 financial figures has weakened.  Although
at least a portion of this weakness can be attributed to Ford's
change in strategy (focusing on margin rather than absolute
volume), it also highlights the sensitivity of VC's financial
performance to Ford's production levels.

Going forward, Fitch expects to see a resolution to the Rating
Watch Negative status by the end of this calendar year.  The
outcome will be principally dependent upon the actions taken by
VC, Ford, and the United Auto Workers -- UAW -- to address Visteon
Corporation's non-competitive operations.  Given that much of the
problem lies within Visteon Corporation's Ford business,
additional emphasis will be focused on Visteon Corporation's
ongoing relationship with Ford such as changes to pricing terms,
liability absorption, other means of financial support, and VC's
success in winning non-Ford business.  Consideration will also be
given to the impact of likely restructuring on Visteon
Corporation's balance sheet, which to date has remained relatively
strong despite several years of underperformance.  These impacts
could include substantial cash outflows associated with potential
labor restructuring as well mostly non-cash charges associated
with plant closures and/or asset sales.  Finally, expectations are
that substantial restructuring will take place at Visteon
Corporation and the timeframe and level of support from Ford will
be major factors in determining whether the outlook reverts to
stable or whether further rating action will be warranted.

Visteon Corporation, with $1 billion of cash and marketable
securities on-hand and unused credit facility capacity of over
$1.3 billion (both as of June 30, 2004) has sufficient liquidity
to address this announced shortfall while having a cushion to
address potential future restructuring.


W.R. GRACE: Court Expands Nelson Mullins Riley Retention
--------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware approves the amended application of W.R. Grace & Co., and
its debtor-affiliates and authorizes them to employ Nelson Mullins
Riley & Scarborough, LLP, as their special counsel in
environmental-related litigation issues and real estate
transactions.

As reported in the Troubled Company Reporter on July 29, 2004,
W.R. Grace and its debtor-affiliates were previously authorized to
employ Nelson Mullins Riley & Scarborough, LLP, as Special Counsel
to represent, defend and advise the Debtors as to environmental
litigation-related matters.  The Debtors now propose to employ
Nelson Mullins in other areas as well.

One area in which the Debtors seek Nelson Mullins' expertise
relates to real estate transactions.  The expanded representation
may also involve financial, tax, corporate and environmental
issues.

                            Compensation

The members and counsel presently primarily expected to work
onthese matters, and their hourly rates, are:

                Bernard F. Hawkins, Jr.     $280
                Newman Jackson Smith         275
                William Bobo, Jr.            275
                Joseph M. Melchers           250
                Rose-Marie T. Carlisle       250
                Jeffrey Plowman              315
                James Holmes, Jr.            250
                George B. Cauthen            300
                Betsy Johnson Burn           190
                Anne Price, paralegal         95
                Laurie Jennings, paralegal   115

These hourly rates are subject to periodic adjustment to reflect
economic and other conditions.  Other attorneys and paralegals
from Nelson Mullins may, from time to time, also serve the
Debtors in connection with Nelson Mullins' employed services.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally. The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WEIRTON STEEL: Wants Court to Approve PBGC Settlement Pact
----------------------------------------------------------
Weirton Steel Corporation asks the Court to approve a compromise  
and settlement it reached with the Pension Benefit Guaranty  
Corporation and Thomas Fluharty, the Chapter 7 Trustee to the  
bankruptcy estates of FW Holdings, Inc., and Weirton Venture  
Holdings Corporation.

The PBGC administers federal pension insurance program set forth  
in Title IV of the Employee Retirement Income Security Act of  
1974, as amended from time to time.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,  
Pennsylvania, relates that Weirton was the administrator of the  
Weirton Pension Plan, an employee pension benefit plan to which  
Section 1321(a) of the Labor Code applies, and that is subject to  
Title IV of ERISA.

On August 25, 2003, the PBGC recorded $45,897,048 in liens  
against each of FW Holdings and Weirton Venture.  The PBGC  
asserted control group liability of FW Holdings and Weirton  
Venture with respect to the Weirton Pension Plan.  The PBGC also  
filed unsecured priority claims against FW Holdings and Weirton  
Venture.

The PBGC filed these claims in Weirton's case:

   (a) Claim No. 1930, amending Claim No. 0027, for $825,100,000,
       asserting administrative priority and unsecured priority
       status for unfounded benefits liabilities;

   (b) Claim No. 1931, amending Claim No. 0028, for $101,524,551,
       asserting administrative priority and unsecured priority
       status for unpaid contributions;

   (c) Claim No. 0026 in an unliquidated amount for unpaid
       pension insurance premiums; and

   (d) Claim No. 20452 for $79,509,328, asserting administrative
       priority status for minimum funding contributions.

On October 21, 2003, the PBGC filed a complaint before the United  
States District Court for the Northern District of West Virginia  
seeking:

   (a) its appointment as the statutory trustee of the Weirton
       Pension Plan;

   (b) the termination of the Weirton Pension Plan; and

   (c) the establishment of October 21, 2003, as the Termination
       Date of the Weirton Pension Plan.

On November 12, 2003, Weirton and the PBGC executed a trusteeship  
agreement where Weirton consented to the PBGC becoming trustee of  
the Weirton Pension Plan.  Subsequently, on November 21, 2003,  
the PBGC dismissed the District Court Action.

Weirton and the Chapter 7 Trustee dispute the amount, extent,  
priority and validity of the PBGC's Claims.  To resolve the  
Claims, the parties entered into a settlement agreement with  
these primary terms:

   (1) The PBGC's Administrative Claim No. 20452 is fixed and
       allowed against Weirton for $4 million and will be paid in
       accordance with Weirton's Confirmed Plan; and

   (2) The PBGC forever releases and discharges each of Weirton,
       FW Holdings and Weirton Venture from any and all claims,
       past, present or future, relating to the Weirton Pension
       Plan and the trusteeship of the Plan or otherwise.

Mr. Freedlander tells the Court that the Settlement Agreement  
permits Weirton to expeditiously resolve disputes over the PBGC  
Claims, which otherwise could substantially delay the  
consummation of the confirmed Plan, increase costs associated  
with litigating the PBGC Claims, and result in a substantial  
dilution of the distributions to creditors holding allowed  
claims, if the PBGC Claims were allowed.  The Settlement  
Agreement, Mr. Freedlander adds, best serves the estates of FW  
Holdings and Weirton Venture as it discharges the PBGC Claims  
against those estates and preserves the costs that the FW  
Holdings and Weirton Venture estates would otherwise incur in  
challenging the PBGC Claims.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation  
was a major integrated producer of flat rolled carbon steel with  
principal product lines consisting of tin mill products and sheet  
products.  The company was the second largest domestic producer of  
tin mill products with approximately 25% of the domestic market  
share.  The Company filed for chapter 11 protection on May 19,  
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward  
Friend, II administers the Debtors cases.  Robert G. Sable, Esq.,  
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,  
Esq., at McGuireWoods LLP represent the Debtors in their  
liquidation.  Weirton sold substantially all of its assets to  
Wilbur Ross' International Steel Group.  (Weirton Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WILBRAHAM: S&P Junks 3 Classes & Pares Class A-2 Rating to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by Wilbraham CBO Ltd. and removed
them from CreditWatch negative, where they were placed
June 8, 2004.  Wilbraham CBO Ltd., an arbitrage corporate high-
yield CBO transaction originated in 2000, is collateralized
primarily by high-yield corporate bonds.  The ratings on the A-1
and A-2 notes were previously lowered Sept. 18, 2002 and
June 15, 2003.

The lowered ratings reflect factors that have decreased the level
of credit enhancement available to support the notes.  Although
the senior notes have benefited from redemption of approximately
$52.656 million since the last rating action, the benefit to the
notes of the paydowns has been offset by the transaction becoming
increasingly overhedged.

Standard & Poor's reviewed current cash flow runs generated for
Wilbraham CDO Ltd. to determine the level of future defaults the
transaction can withstand under various stressed default timing
scenarios while still paying all of the rated interest and
principal due on the class A notes.  After comparing the results
of these cash flow runs with the projected default performance of
the current collateral pool, Standard & Poor's determined that the
ratings assigned to the class A-1 and A-2 notes were no longer
consistent with the credit enhancement available, resulting in the
lowered ratings.  Standard & Poor's will continue to monitor the
future performance of the transaction to ensure that the ratings
assigned to the notes remain consistent with the credit
enhancement available.
   
     Ratings Lowered And Removed From Creditwatch Negative
   
                       Wilbraham CBO Ltd.
   
                                Rating
                    Class   To          From
                    -----   --          ----
                    A-1     BBB+        A+/Watch Neg
                    A-2     B           BBB-/Watch Neg
   
                   Other Outstanding Ratings
   
                       Wilbraham CBO Ltd.
   
                         Class   Rating
                         -----   ------
                         B-1     CC
                         B-2     CC
                         C       CC
   
Transaction Information

Issuer:              Wilbraham CBO Ltd.
Co-issuer:           Wilbraham CBO Corp.
Current manager:     David L. Babson Co. Inc.
Underwriter:         Citigroup Global Markets Inc.
                     (previously Salomon Smith Barney)
Trustee:             JPMorganChase Bank
Transaction type:    Cash flow arbitrage high-yield CBO
   
      Tranche                 Initial   Last       Current
      Information             Report    Action     Action
      -----------             -------   ------     -------
      Date (MM/YYYY)          08/2000   11/2003    09/2004

      Class A-1 note rtg.     AAA       A+         BBB+
      Class A-2 note rtg.     AA        BBB-       B
      Class A O/C ratio       133.2%    121.2%     122.2%
      Class A O/C ratio min.  120.0%    120.0%     120.0%
      Class A-1 note bal.     $252.0mm  $193.8mm   $141.1mm
      Class A-2 note bal.     $19.0mm   $19.0mm    $19.0mm
      Class B-1 note rtg.     BBB       CC         CC
      Class B-2 note rtg.     BBB       CC         CC
      Class B O/C ratio       120.4%    105.7%     101.6%
      Class B O/C ratio min.  113.0%    113.0%     113.0%
      Class B-1 note bal.     $8.0mm    $8.3mm     $8.5mm
      Class B-2 note bal.     $21.0mm   $23.0mm    $24.1mm
      Class C note rtg.       BB        CC         CC
      Class C O/C ratio       113.0%    96.3%      89.07%
      Class C O/C ratio min.  106.5%    106.5%     106.5%
      Class C note bal.       $19.5mm   $23.7mm    $27.0mm
    
      Portfolio Benchmarks                         Current
      --------------------                         -------
      S&P wtd. avg. rtg. (excl. defaulted)         B+
      S&P default measure (excl. defaulted)        4.39%
      S&P variability measure (excl. defaulted)    2.54%
      S&P correlation measure (excl. defaulted)    1.16
      Wtd. avg. coupon (excl. defaulted)           9.01%
      Wtd. avg. spread (excl. defaulted)           3.9%
      Oblig. rtd. 'BBB-' and above                 9.67%
      Oblig. rtd. 'BB-' and above                  34.52%
      Oblig. rtd. 'B-' and above                   77.18%
      Oblig. rtd. in 'CCC' range                   15.26%
      Oblig. rtd. 'CC', 'SD', or 'D'               7.56%
   
                   S&P Rated    Current
                   O/C (ROC)    Rating Action
                   ---------    -------------
                   Cl. A-1      103.45% (BBB+)
                   Cl. A-2      110.19% (B)
    
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization -- ROC -- Statistic, please see "ROC
Report August 2004," published on RatingsDirect, Standard & Poor's
Web-based credit analysis system, and on the Standard & Poor's Web
site at http://www.standardandpoors.com/ Go to "Credit Ratings,"  
under "Browse by Business Line" choose "Structured Finance," and
under Commentary & News click on "More" and scroll down to the
desired articles.


WORLDWATER: Wins Quinault Indian Nation Renewable Energy Project
----------------------------------------------------------------
WorldWater Corporation (OTC BB: WWAT), the world's sole provider
of cutting-edge patented high-powered solar technology with
diverse commercial applications in a broad range of industries,
has been selected by the Quinault Indian Nation of Washington
State to assess implementation of renewable energy systems for the
tribe's Quinault Beach Resort and Casino.

The Quinault Nation secured the highly competitive grant under the
US Department of Energy's Tribal Energy Program. The DOE
instituted the program to encourage tribal self-sufficiency in
power generation. There are hundreds of Native American tribes
throughout the United States eligible for the grants.

WorldWater won the energy assessment project as a result of its
unique status as a provider of powerful and economically practical
solar energy and water-pumping systems, and a deep technical
understanding of both the challenges and applications involved in
a range of renewable energy sources. WorldWater's technology and
expertise has enabled the creation of several of the world's
largest solar-powered commercial and industrial water-pumping,
irrigation and refrigeration systems.

"Renewable energy incorporates the Quinault philosophy of living
in harmony with the environment, but it is a way of life that
increasingly applies to people the world over, as fossil and other
fuel sources are depleted and become more costly," said Quentin T.
Kelly, WorldWater's Chairman and CEO. "Governments and businesses
at home and abroad are searching for sustainable energy solutions,
and the work WorldWater is doing with the Quinault will serve as a
valuable energy-assessment model as the world shifts to a
renewable energy economy."

The Quinault Nation's territory comprises 210,000 acres and is
situated along the Pacific coastline west of Seattle and the Puget
Sound. In the study, WorldWater will examine strategies for use of
solar, wind, wave and other renewable energy sources at the
Quinault resort, situated near rustic and ecologically sensitive
national parklands and wildlife havens on the Washington State
coastline. Upon completion, WorldWater will present the Nation
with a plan that will detail options for the use of a
comprehensive range of renewable energy sources.

                           About WorldWater  

WorldWater Corp., a full-service, international solar engineering  
and water management company with unique, high-powered and  
patented solar technology, provides solutions to a broad spectrum  
of the world's water supply and energy problems. The Company's  
recently patented AquaMax(TM) solar pumping systems, capable of  
driving motors up to an unprecedented 600 horsepower, make  
WorldWater the first solar company in the world with the power to  
deliver mainstream motor-drive and pumping capability. The Company  
is also a pioneering provider of solar powered water systems in  
the Philippines and developing nations in Africa and Asia.

At June 30, 2004, WorldWater Corp.'s balance sheet showed a  
$4,421,431 stockholders' deficit, compared to a $3,941,442 deficit  
at December 31, 2003.


YELLOW ROADWAY: Inks New 5-Year $500 Million Credit Facility
------------------------------------------------------------
Yellow Roadway Corporation (Nasdaq: YELL) entered a new five-year
$500 million credit facility, replacing its existing secured
credit agreement. "Our strong financial performance combined with
favorable financial market conditions allowed us to restructure
our debt and gain even more flexibility," stated Bill Zollars,
Chairman, President and CEO of Yellow Roadway. The administrative
agent providing the new credit facility is J.P. Morgan.

As a result of exiting the secured credit agreement, Yellow
Roadway was able to increase its capacity under its asset backed
securitization facility from $300 million to $450 million. The
unsecured credit agreement also provides an option for additional
capacity up to $250 million. "The scale of our organization
continues to provide us with significant debt-related synergies
and the financial strength to pursue our strategies," said
Zollars. The changes in borrowing capacity due to the replacement
of the secured credit agreement are summarized as:

     (in millions)                Prior Capacity     New Capacity
                                  --------------     ------------
     Secured credit agreement             $  525           $    0
     Unsecured facility                        0              500
     ABS facility                            300              450
       Total capacity                     $  825           $  950


Yellow Roadway expects to recognize an annual reduction in expense
of about $4 million after tax primarily related to reduced fees
and debt amortization costs. The reduction in expense for the
remainder of 2004 is expected to be $0.03 per share, which has
been included in the full year earnings guidance of $3.70 - $3.75
per share. In addition, Yellow Roadway has recorded a non-cash
charge of approximately $18 million ($11 million net of tax
benefit) related to the unamortized portion of the initial debt
issuance costs for the secured credit agreement. This charge will
be reflected as a nonoperating expense in the company's third
quarter 2004 results and will be excluded from adjusted earnings
per share. Adjusted earnings per share is earnings per share
excluding the impact of property disposals and certain other items
that are not representative of the company's ongoing operations.
Management does not consider these items when evaluating base
financial performance. Debt issuance costs related to the
unsecured credit facility are approximately $2 million and will be
amortized over the five-year term.

Yellow Roadway Corporation is one of the largest transportation
service providers in the world. Through its subsidiaries including
Yellow Transportation, Roadway Express, New Penn Motor Express,
Reimer Express, Meridian IQ and Yellow Roadway Technologies,
Yellow Roadway provides a wide range of asset and non-asset-based
transportation services integrated by technology. The portfolio of
brands provided through Yellow Roadway Corporation subsidiaries
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally. Headquartered in Overland Park, Kansas, Yellow
Roadway Corporation employs over 50,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
Moody's Investors Service assigned a (P)Ba1 rating to Yellow  
Roadway Corporation's proposed $500 million, five-year unsecured  
bank credit facility and confirmed the company's other ratings:  

   * $525 million senior secured bank facility at Baa3;  

   * senior implied at Ba1, and  

   * senior unsecured at Ba2.  

Moody's also changed the rating outlook to positive from stable.

Yellow Roadway is currently renegotiating its bank credit  
agreement, and anticipates that the new facility will be  
unsecured.  All of the company's existing rated debt benefits from  
cross guarantees and the existing bank facilities are secured by a  
lien on most of the assets of one of Yellow Roadway's  
subsidiaries, Yellow Transportation, but share security in the  
assets of another subsidiary, Roadway Express, with holders of  
existing notes issued by that subsidiary.   

The company's existing senior convertible notes do not share in  
the collateral package and their Ba2 rating reflects their  
effective subordination to the banks and Roadway noteholders.   
Under the terms of the Roadway Express notes, the security  
interest will fall away if the banks release collateral.   
Consequently, when the proposed new bank credit agreement becomes  
effective, all of the existing borrowings of the Yellow Roadway  
group will be unsecured and rank pari passu.   

Moody's will withdraw the Baa3 rating on the existing bank  
facility when the new facility becomes effective and, assuming all  
other conditions are as expected, could remove the notching  
distinction on the rating of the company's senior convertible  
notes and raise the rating to Ba1, equivalent to the company's  
other unsecured obligations.


ZIM CORP: Business Development V.P. Bill Parisi Resigns
-------------------------------------------------------
ZIM Corporation (OTCBB: ZIMCF), a leading mobile application
developer and service provider for the global two-way SMS (Short
Message Service) channel, reported that Bill Parisi will be
stepping aside as Vice President, Business Development to pursue
other opportunities in the high tech sector.  Effective
September 17, 2004, Phil Scavo, currently Vice President, Entity
Sales, will, along with his current duties, assume this role and
its related responsibilities in the amalgamated position of Vice
President, Business Development.

"As Bill moves on to new challenges, we would like to thank him
for his contributions to the success of ZIM and wish him the best
for the future." said Dr. Michael Cowpland, President and CEO of
ZIM.

Bill joined ZIM in 2001 as Vice President, Business Development
and since then he has worked to develop and expand global
opportunities for ZIM's SMS products and services.

ZIM is a public company in the United States quoted on the NASDAQ
owned and operated OTCBB under the ticker symbol "ZIMCF".  ZIM is
a leading mobile application developer and service provider for
the global two-way SMS channel.  ZIM's products include mobile e-
mail and office tools, such as ZIM SMS Office and ZIM SMS Mail,
and its message delivery services include Bulk SMS, Premium SMS
and Location Based Services -- LBS.  ZIM is also a provider of
enterprise-class software and tools for designing, developing and
manipulating database systems and applications.  Through its two-
way SMS expertise and mobile-enabling technologies, ZIM bridges
the gap between data and mobility.  For more information on ZIM
and its customers, partners and products, visit:
http://www.zim.biz/

                         *     *     *

As reported in the Troubled Company Reporter on August 24, 2004,
in the three-month period ending June 30, 2004, ZIM Corporation
reports a $992,203 loss.  ZIM has incurred losses during each of
the last five years.  In addition, the Corporation generated
negative cash flows from operations of $848,754 for the three
months ended June 30, 2004 and has generated negative cash flows
from operations during each of the last five years.

The Corporation's management team has focused the direction of the
Corporation from a mature database and application development
technology player to a provider of interactive mobile messaging.
To establish the interactive mobile messaging, the Corporation
needs substantial funds for marketing and business development.

All of the factors above raise substantial doubt about the
Corporation's ability to continue as a going concern.  
Management's plans to address these issues include continuing to
raise capital through the placement of equity, obtaining
additional advances from related parties and, if necessary,
renegotiating the repayment terms of accounts payable and accrued
liabilities.  The Corporation's ability to continue as a going
concern is subject to management's ability to successfully
implement the above plans.  Failure to implement these plans could
have a material adverse effect on the Corporation's position and
results of operations and may necessitate a reduction in operating
activities.  The consolidated financial statements do not include
adjustments that may be required if the assets are not realized
and the liabilities settled in the normal course of operations.

In the longer term, the Corporation has to generate the level of
sales which would result in cash self sufficiency and it may need
to continue to raise capital by selling additional equity or by
obtaining credit facilities.  The Corporation's future capital
requirements will depend on many factors, including, but not
limited to, the market acceptance of its software, the level of
its promotional activities and advertising required to support its
software.  No assurance can be given that any such additional
funding will be available or that, if available, it can be
obtained on terms favorable to the Corporation.

                        Auditor Turmoil

Effective June 1, 2003, ZIM Corporation engaged Raymond Chabot
Grant Thornton General Partnership, as the independent accounting
firm for ZIM Corporation, ZIM Technologies and Private Capital.
Also effective June 1, 2003, ZIM dismissed Kenneth A. Gill,
Chartered Accountant, the Company's former independent accounting
firm, and David I. Tow, C.P.A., Private Capital's former
independent accounting firm. On May 1, 2003, KPMG LLP resigned as
ZIM Technologies' independent accounting firm.

The decision to terminate Kenneth A. Gill, Chartered Accountant,
and David I. Tow, C.P.A., was approved by ZIM's Audit Committee
and its entire Board of Directors.  The decision to retain Raymond
Chabot Grant Thornton General Partnership was approved by the
Company's Audit Committee and its entire Board of Directors.

Neither the report of Kenneth A. Gill, Chartered Accountant, for
the periods ended on April 30, 2003, January 31, 2003 and
October 31, 2002, nor the reports of KPMG LLP for the years ended
May 31, 2002 and May 31, 2001, contained an adverse opinion or
disclaimer of opinion, nor were the reports modified as to
uncertainty, audit scope or accounting principles, except for an
auditor's comment for United States readers in regard to the
ability of ZIM Corporation or ZIM Technologies, as applicable, to
continue as a going concern.  

David I. Tow, C.P.A. issued no reports on behalf of Private
Capital subsequent to his retention on December 16, 2002, and
therefore issued no report that contained any adverse opinion,
disclaimer of opinion, or modification as to uncertainty, audit
scope or accounting principles.

David I. Tow died on January 14, 2004, and his accounting practice
ceased upon his death.  As such, there is no one available to
comment on the Company's statements with respect to David I. Tow
C.P.A.'s limited work on behalf of Private Capital.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (157)         190       55
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (50)         640       27
Amazon.com              AMZN       (791)       1,888      645
AMR Corp.               AMR        (122)      30,001   (1,784)  
Amylin Pharm. Inc.      AMLN       (791)       1,888      645
Atherogenics Inc.       AGIX         (1)         106       94
Blount International    BLT        (382)         420      (55)
CableVision System      CVC      (1,546)      11,141     (489)
Cell Therapeutic        CTIC        (65)         162       72
Centennial Comm         CYCL       (547)       1,540       13  
Charter Comm            CHTR        (29)      20,519     (810)
Choice Hotels           CHH        (175)         267      (25)  
Cincinnati Bell         CBB        (615)       2,022      (17)
Compass Minerals        CMP        (132)         647      111
Cubist Pharmacy         CBST        (58)         172       42
Delta Air Lines         DAL      (2,671)      24,175   (2,273)
Deluxe Corp             DLX        (251)       1,531     (987)  
Domino Pizza            DPZ        (677)         449      (33)
Echostar Comm           DISH     (1,740)       6,037      639  
Graftech International  GTI         (30)       1,036      294  
Hawaian Holdings        HA         (160)         236      (60)
Idenix Pharm            IDIX         (1)          77       42
Indevus Pharm.          IDEV        (34)         205      164
Imax Corporation        IMAX        (51)         215        9  
Kinetic Concepts        KCI         (77)         616      201  
Lodgenet Entertainment  LNET       (133)         273       (8)
Lucent Tech. Inc.       LU       (3,064)      15,970    2,472
Majesco Holdings        MJSH        (61)          27        8
Maxxam Inc.             MXM        (629)       1,040       96
McDermott Int'l         MDR        (361)       1,246      (34)
McMoRan Exploration     MMR         (78)         163       49
Memberworks Inc.        MBRS        (55)         281      (32)
Millennium Chem.        MCH         (47)       2,331      580
Northwest Airlines      NWAC     (2,172)      14,391     (290)  
Nextel Partner          NXTP        (19)       1,855      261  
Per-se Tech. Inc.       PSTI        (34)         157       43        
Pinnacle Airline        PNCL        (31)         144       20
Phosphate Res.          PLP        (439)         316        5
Qwest Communication     Q        (1,909)      25,106     (555)
Rightnow Tech.          RNOW        (12)          38       (9)
SBA Comm. Corp.         SBAC        (19)         934        5
Sepracor Inc            SEPR       (669)         718      393  
St. John Knits Int'l    SJKI        (54)         231       75
UST Inc.                UST         (35)       1,590      518  
Valence Tech.           VLNC        (57)          16       (3)
Vector Group Ltd.       VGR         (41)         551      105
WR Grace & Co.          GRA        (169)       2,987      750
Western Wireless        WWCA       (142)       2,665        1
Young Broadcast         YBTVA        (1)         799       89


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Terence F. Casquejo, Rizande B.  
Delos Santos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie  
Sabijon and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***